10-Q 1 rwisept10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-Q [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009 [] Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from to ----------- ----------- Commission file number: 333-148636 ----------------- RACE WORLD INTERNATIONAL, INC. (Exact name of small business issuer as specified in its charter) Nevada 20-8720608 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 968 - 240 th Street V2Z 2Y3 Langley, British Columbia, Canada (Address of principal (Zip Code) executive offices) ------------------ Issuer's telephone number, including area code: (604) 539-9680 (Former name or former address, if changed since last report)Not Applicable Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. [X] Yes [ ] No ---------------------------------------------------------------------- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not Smaller reporting company [X] check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as Defined in Rule 12b-2 of the Exchange Act). [x] Yes [ ] No As of September 30, 2009 the Issuer had 46,200,000 shares of common stock issued and outstanding. ------------------------------------------------------------------------- RACE WORLD INTERNATIONAL, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009 TABLE OF CONTENTS PART I Item 1. Financial Statements Balance Sheets as of Sept 30, 2009 and December 31, 2008 . . . . . . . . F-1 Statements of Operations for the Three Months and Nine Months Ended Sept 30, 2009 and Sept 30, 2008 and from Inception (Dec 29,2006) to Sept 30, 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .F-2 Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . .F-3 Statements of Cash Flows for the Three Months and Nine Months Ended Sept 30, 2009 and Sept 30, 2008 and from Inception(Dec 29, 2006) to Sept 30, 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . .F-5 Item 2. Management's Discussion and Analysis or Plan of Operation . .6 Item 3. Quantitative and Qualitative Disclosures about Market Risk. .13 Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . .13 PART II Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .14 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds. .14 Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . .14 Item 4. Submission of Matters to a Vote of Security Holders . . . . .14 Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . .14 Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . .14 RACE WORLD INTERNATIONAL, INC. (A Development Stage Company) FINANCIAL STATEMENTS SEPTEMBER 30, 2009

APPROVED BY THE DIRECTORS: /s/Evan Williams ---------------- Evan William Director /s/ Solomon Nordine ------------------- Solomon Nordine Director .F-1.

The accompanying notes are an integral part of these financial statements. .F-2. Race World International, Inc. (a development stage company) Statement of Stockholders? Equity (Unaudited) For the Period from Dec 29, 2006 (inception) to September 30, 2009

The accompanying notes are an integral part of these financial statements. .F-3.

The accompanying notes are an integral part of these financial statements. .F-4. RACE WORLD INTERNATIONAL, INC. (a development stage company) September 30, 2009 1. 0RGANIZATION AND DEVELOPMENT STAGE ACTIVITIES The Company was incorporated under the laws of the State of Nevada on Dec 29, 2006. The company purpose in the Articles of Incorporation is to engage in any lawful activity or activities in the State of Nevada and throughout the world. As of September 30, 2009, the Company is considered to be in the development stage as the Company is devoting substantially all of its effort to establishing its new business and the Company has not generated revenues from its business activities. The Company has no cash flows from operations. The Company is currently seeking additional funds through future debt or equity financing to offset future cash flow deficiencies. Such financing may not be available or may not be available on reasonable terms. The resolution of this going concern issue is dependent on the realization of management?s plans. If management is unsuccessful in raising future debt or equity financing, the Company will be required to liquidate assets and curtail or possibly cease operations. 2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. Because a precise determination of many assets and liabilities is dependent on future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. The financial statements have, in management?s opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below: a .Cash and cash equivalents The Company considers all short-term investments, including investments in certificates of deposit, with a maturity date at purchase of three months or less to be cash equivalents. b .Revenue recognition Revenue is recognized on the sale and transfer of goods and Services. c .Foreign currencies The functional currency of the Company is the United States dollar. Transactions in foreign currencies are translated into United States dollars at the rates in effect on the transaction date. Exchange gains or losses arising on translation or settlement of foreign currency denomination monetary items are included in the statement of operations. d .Property and equipment Property and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives as follows: Asset Rate ------- ------ Race Vehicle 10 years The cost of maintenance and repairs are expensed as incurred. e .Financial instruments The Company?s financial instruments consist of cash, refundable taxes, and accounts payable and accrued liabilities. Management is of the opinion that the Company is not subject to significant interest, currency or credit risks on the financial instruments included in these financial statements. The fair market values of these financial instruments approximate their carrying values. f .Income taxes The Company follows the asset and liability method of accounting for income taxes. Under this method, current taxes are recognized for the estimated income taxes payable for the current period. Deferred income taxes are provided based on the estimated future tax effects of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases as well as the benefit of losses available to be carried forward to future years for tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be covered or settled. The effect of deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized. g .Loss per share Basic loss per share is computed by dividing loss for the period available to common stockholders by the weighted average number of common stock outstanding during the period. h .Recent accounting pronouncements In September 2006, the FASB issued FASB Statement No. 157. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice. This statement is effective for financial statements for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2 which extended the effective date for certain nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The adoption of the portions of SFAS No. 157 that were not postponed by (FSP FIN) No. 157-2 did not have a material impact on the financial statements. The Company does not expect the adoption of the postponed portions of SFAS No. 157 to have a material impact on the Company?s financial statements. In February 2007, the Financial Accounting Standards Board (FASB)issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115".This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 became effective for the year beginning January 1, 2008. There was no material impact on the company financial statements upon adoption of SFAS 159. In December 2007, the FASB issued Statement No. 14 (revised 2007), Business Combinations ("Statement 141 (R)". Statement 141 (R) changes the accounting for and reporting of business combination transactions. Statement 141 (R) is effective for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In December 2007, the FASB issued Statement No. 160, Accounting and Reporting for Noncontrolling Interests in Consolidated Financial Statement, an amendment of ARB No. 51 ("Statement 160"). Statement 160 clarifies the classification of noncontrolling interests in consolidated statements of financial position and the accounting for and the reporting of transaction between the reporting entity and holders of such noncontrolling interest. Statement 160 is effective for the first annual reporting period beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. The Company does not expect SFAS 161 to have a material impact on its results of operations or financial position. In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." SFAS 162 will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. SFAS 162 will be effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411. The Company does not expect the adoption of SFAS 162 will have a material impact on its financial condition or results of operation. In October 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active (FST 157-3), which clarifies the application of SFAS 157 in an inactive market. FSP 157-3 explains that when relevant and observable market information is not available to determine the measurement of an asset?s fair value, management must use their judgment about the assumptions a market participant would use in pricing the asset in a current sale transaction. Appropriate risk adjustments that a market participant would use must also be taken into account when determining the fair value. Application of this guidance should be accounted for as a change in estimate and FSP 157-3 was effective upon issuance. Upon adoption of FSP 157-3, there was no material impact on the Company?s financial statements. In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 168 (SFAS No. 168), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles?a replacement of FASB Statement No. 162. The FASB Accounting Standards Codification (Codification) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and will not have a material impact on the Company?s financial statements. 3 .PROMISSORY NOTE RECEIVABLE ? RELATED PARTY The August 15 th, 2007 note receivable pays monthly interest only of 0.5% per month and carries an effective annual interest rate of 6.17%. The capital of $205,000 is payable upon demand and is due from JPI Project Management Inc., a related company. JPI is owned solely by the President?s spouse. Payment is due on the 15 th of the following month and the first payment is due September 15 th. On December 31, 2007 a demand of $10,000 was made on the original $205,000 note, reducing it to its ending December 31, 2007 balance of $195,000. The $10,000 payment was made on behalf of RWI by JPI to reduce the shareholder?s loan account. Interest payments due from September to December 2007 were also made through payments on behalf of RWI by JPI to reduce the outstanding shareholder?s loan. On March 31, 2008 a demand of $10,000 was made on the original $205,000 note, reducing it to its ending March 31, 2008 balance of $185,000. The $10,000 payment was made on behalf of RWI by JPI to reduce the shareholder?s loan account. Interest payments due from January to March 2008 were also made through payments on behalf of RWI by JPI to reduce the outstanding shareholder?s loan. On June 30, 2008 a demand of $35,000 was made on the remaining $185,000 note, reducing it to its ending June 30, 2008 balance of $150,000. The $35,000 payment was made on behalf of RWI by JPI to reduce the shareholder?s loan account. Interest payments due April to June 2008 were also made through payments on behalf of RWI by JPI to reduce the outstanding shareholder?s loan. On July 1, 2008 a demand of $100,000 was made on the remaining $150,000 note, reducing it to its July 1, 2008 balance of $50,000. A $5,000 payment was made on behalf of RWI by JPI to reduce the shareholder?s loan account, while the other $95,000 payment was made on behalf of RWI for the purchase of a 1988 Formula Atlantic Swift DB4 race car, spare parts, and team support vehicle. The $95,000 purchase price was subjected to an appraisal by an approved auto specialist. On September 30, 2008 a demand of $30,000 was made on the remaining $50,000 note, reducing it to its September 30, 2008 balance of $20,000. The $20,000 payment was made on behalf of RWI by JPI to reduce the shareholder?s loan account. On December 31, 2008 a demand of $20,000 was made on the remaining $20,000 note for payment in full. The $20,000 payment was made on behalf of RWI by JPI to reduce the shareholder?s loan account. Interest payments were also made through payments on behalf of RWI by JPI to reduce the shareholder?s loan account. 4.Property and Equipment 2009 2008 ------- -------- Race Vehicle $ 95,000 $ 95,000 Accumulated Depreciation (11,875) (4,750) ------- -------- $ 83,125 $ 90,250 ======= ======== The company does not carry storage or operating insurance on the Race Vehicle. 5.Stockholders? Equity: Common Stock Offerings: On Dec 29, 2006, the Company completed a private placement offering of 19,700,000 common shares to its officers and directors for $98,500. On August 9, 2007, the Company completed a private placement offering of 26,200,000 to its remaining founders for $133,331. On August 19, 2008, the Company completed a private placement Offering of 300,000 common shares to new subscribers for net proceeds of $30,000. 6. RELATED PARTY TRANSACTIONS a.On August 15, 2007, the Company advanced $205,000 to JPI, a company controlled by the wife of the Company president as detailed in Note 3 above. b.Included in accounts payable and accrued liabilities is $17,573 owing to the president of the Company. c.On January 1, 2008 a management agreement was entered into with JPI and all management fees (2009 - $7,342; 2008 - $35,152) relate to this agreement. Management fees for July 2009 to September 2009 have been waived. d.JPI owned and operated a Formula Atlantic Racecar on behalf of RWI for advertising purposes. The RWI team car was entered into five races between April and September 2008. Advertising fees (2009 - $238; 2008 ? $19,718) relate to the team car. Travel costs (2009 ? Nil; 2008 - $6,887) relate to these trips. e.On July 1, 2008, JPI sold its Formula Atlantic Racing Car to RWI, as well as all spare parts, tools and the paddock support vehicle for a total of $95,000. The purchase price was subjected to an appraisal by I.W.E. Rear Ends Only Ltd., an approved auto specialist. f.Professional fees include amounts attributed to S N Ventures Inc. (2009 ? $2,171; 2008 - $14,311), a company controlled by the Treasurer. g.Rental charges are paid on a month-to-month basis to JPI (2009 - $2,564; 2008 - $7,823). Rental charges for July 2009 to September 2009 have been waived. h.Listing and Stock Transfer Fees include amounts attributed to U N Holdings Inc. (2009 - $7,678; 2008 - $2,000), a company controlled by the Treasurer?s brother. i.All operating revenues are attributed to rental fees of the race car to to JPI (2009 - $2,581 ; 2008 Nil). 7.INCOME TAXES

Management believes that it is not more likely than not that it will create sufficient taxable income sufficient to realize its deferred tax assets. It is reasonably possible these estimates could change due to future income and the timing and manner of the reversal of deferred tax liabilities. Due to its losses, the Company has no income tax expense. The Company has computed its 2008 operating loss carry-forwards for income tax purposes to be $171,407. .F-5. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our financial statements and attached notes. This discussion may contain forward-looking statements that could involve risks and uncertainties. Forward-looking Statements: The statements contained in this 10-Q that are not historical fact are "forward-looking statements," which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates," the negatives thereof or other variations thereon or comparable terminology, and include statements as to the intent, belief or our current expectations with respect to the future operations, performance or position. These forward-looking statements are estimates and predictions. We cannot assure you that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these forward-looking statements are based upon a variety of assumptions relating to our business, which, although currently considered reasonable by us, may not be realized. Because of the number and range of the assumptions underlying our forward-looking statements, many of which are subject to significant uncertainties and contingencies beyond our reasonable control, some of the assumptions inevitably will not materialize and unanticipated events and circumstances may occur subsequent to the date of this 10-Q. These forward-looking statements are based on current information and expectation and we assume no obligation to update them at any stage. Therefore, our actual experience and results achieved during the period covered by any particular forward-looking statement may differ substantially from those anticipated. Consequently, the inclusion of forward-looking statements should not be regarded as a representation by us or any other person that these estimates will be realized, and actual results may vary materially. We cannot assure that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate. Description of Business: History and Development Race World International, Inc. was incorporated pursuant to the laws of the State of Nevada on December 29, 2006 under the name Race World International, Inc. Race World was formed to develop and operate a motorsports theme park. Race World's current operations are summarized as follows: -We have formed our Nevada Company -Organized our head office in Langley, British Columbia -Created an initial web-site and secured our relevant domain name -Appointed our legal counsel to explore acceptance of our motor sports theme park in Nevada -Our President, Evan Williams, has viewed several potential sites for development -We purchased a Formula Atlantic race car for promotion and marketing We have no current plans to begin developing Phases 2 through 5 until financing is available. No financing is available at present. The following summary illustrates an estimated time frame for completion of each Phase of our development assuming financing becomes available: Phase Financing Use Time Frame Phase 2 $ 1,000,000 Feasibility Studies July 2008 - March 2010 Phase 3 $ 80,000,000 Land June 2009 - July 2010 Phase 4 $ 15,000,000 Racetracks January 2010 - September 2011 Phase 5 $ 40,000,000 Buildings & Equip. April 2010 - March 2012 Totals $136,000,000 July 2008 - March 2012 As we do not currently have financing for Phases 2 - 5, there is no guarantee that this time frame will be met. Phase 1 funding of approximately $231,831 was provided by our Founding shareholders. This Phase 2 share offering will enable Race World to acquire environmental, engineering, and market studies necessary for inclusion in its business plan. These studies will also be required for future investors, federal, state, and local authorities. We anticipate our theme park complex will offer a wide range of activities. Rentals including automotive and related accessories, track rentals, entertainment, and support services will also be offered. We have also presented in this offering a brief overview of our future development intentions. Any potential investor is cautioned that our motorsports theme park may not be feasible. Any potential investor is asked to read our list of risk factors in our S-1 registration statement filed with the SEC. We will strive to establish long-term business relationships within the race community. There have been no public announcements of our development plans. We consider it prudent, for the present time, to proceed with our environmental studies and engineering reports as discreetly and privately as possible while evaluating the land we wish to purchase. We will have no operating income until we have completed Phase 2 through 5 funding and successfully developed our motorsports theme park. We will commence operations as soon as Phase 5 construction is complete. .6. OUR PROPOSED LIST OF FUTURE RACE TRACKS, FACILITIES, AND SERVICES FOLLOWS: ROAD COURSES Race Track # 1 (RW1) This automobile road course will offer track time rental and automobile rentals ranging from the novice to Formula 1. Individuals, race teams, race clubs, and auto manufacturers will be able to rent time on the track. The course will be designed by race enthusiasts and professionals. It will be not less than 8 kms and its special features will include: a) Short circuit for club meets and use b) Mid length national circuit c) Long circuit set to international standards d) Changing elevations on all circuits. This is a particularly attractive feature for the experienced racer. e) Right and left hand turns f) Allocated pit crew areas g) Multi corner spectator viewing Race Track # 2 (RW2) This track will be a 1/4-mile drag strip built to NHRA and IHRA standards. Race Track # 3 (RW3) This track will be a go-kart road course featuring both left and right hand turns, and will be the first track to be constructed. Individuals, clubs, race teams, and kart manufacturers will be able to rent time on the track as well as go-karts. We intend having a "long circuit" of not less than 1,500 meters in length and 9 meters in width . This will attract novice and serious drivers alike and allow for both shifter and non-shifter karts. Race Track # 4 (RW4) This track will be a 3/8 mile semi banked oval track. Monster truck events will be offered within the oval at specific times. Portable grand stands will be in place. Race Track # 5 (RW5) This course will be an off road dirt track for ATV and off road use. There will be a mud area for extreme 4WD trials. Race Track # 6 (RW6) This will be a dedicated super cross track built to AMA specifications. PROPOSED FACILITIES RWI materials for construction are conventional and entirely available locally from a multiplicity of suppliers. Club Houses Each division of motorsports will have a type specific Club House. The size and specifications will be dependent on expected spectator and customer use. A full range of accessories and services will be available. We anticipate each form of racing will generate specific needs in terms of equipment and special skills by staff. .7. Grand Stands We anticipate a blend of permanent and portable grand stands to accommodate larger crowds dependent on the type of event venue. Each track will have grand stands. Observation Towers We anticipate several to serve the dual functions of V.I.P. and spectator pleasure and to assist track officials carry out duties as they relate to safety and security measures. Flood Lighting The drag racing, go-kart, and 3/8th mile oval tracks will be flood lighted for night use. TYPICAL REVENUE PRODUCING TRANSACTION As we are presently considering Phase 2 financing only, a breakdown of typical anticipated future revenues is speculative only, and will not be presented at this time. STRATEGIC RELATIONSHIPS Strategic Relationships will be a major part of our marketing plan in the future. Clubs and automotive related organizations will play a key part generating revenues. We anticipate a specific part of our marketing plan will be committed to developing such contacts and relationships. .8. THE MARKET RWI intends to offer our race enthusiast a geographically unique motorsports adventure. Las Vegas has approximately 800,000 tourist's visits per month averaged over the previous ten years. RWI will target initially 6,000 (0.75%) tourists per month to its site. The main market for the recreational sector are the permanent residents of Nevada, California, and the tourists who visit Las Vegas. The market for the professional sector is the worldwide community of motor racing teams. Dependence upon a major customer is not a factor in RWI's business plan. The following list highlights our customer base in order of anticipated importance: 1. Tourist flow to Las Vegas. 2. Professional motor sport organizers, such as S.C.C.A. (Sports Car Club of America). 3. Motor sports teams for testing and development. 4. Permanent local residents for go karting, drag racing, off roading etc. 5. Commercial space leased to enterprises who wish to be located in a motor sports theme park. 6. Residential clients who wish to live in a motor sports theme park. COMPETITION RWI intends to offer motorsports adventures to the tourist market that are presently only available in a limited or spasmodic manner. As previously mentioned, there are no daily continuous competitive facilities in the Las Vegas area. The one established complex nearby (Las Vegas Speedway) does not cater to any of the motor sport activities that RWI will offer and conversely, RWI does not intend to compete in any of the areas that the speedway has traditionally offered. See "Risk Factors" in our S1 registration statement for a discussion of potential future competition. EMPLOYEES AND STRATEGIC ADVISORS As of the date of this report, we have no full-time employees with the exception of our four members of Executive Management and Board of Directors. We will utilize outside consultants as required to offer our services. These consultants be independent contractors PATENTS, COPYRIGHTS, LOGOS, TRADEMARKS RWI anticipates no need for patents. Logos will be trademarked and certain concessions will be negotiated for essential services, but these are considered minor in the overall scope of the business plan. PROPERTY Our executive offices are located at 968 - 240th Street, Langley, BC, Canada V2Z 2Y3. Our telephone number is (604) 539-9680. Upon the completion of Phase 2 financing and the appropriate environmental and engineering studies, we will proceed to Phase 3 financing. .9. Should financing become available we will attempt to purchase property suitable for our use. SEASONALITY We do not anticipate our business will be seasonal in nature as our proposed location is warm and dry year round. Critical Accounting Policies: Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our financial statements are reviewed and any required adjustments are recorded on a monthly basis. Results of Operations: Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including variations in the economy, and the abilities to raise capital. As a result, net income and revenues in a particular period may not be representative of full year results and may vary significantly in this early stage of our operations. In addition results of operations, may vary in the future, and will be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals. Period Ended September 30, 2009: We have not commenced operations and have had no operating revenues to date. Much of our preliminary organization has been completed including establishing our office premises and accounting system. During the last three months, our focus has been on the following areas: 1. Our Chief Executive Officer, Evan Williams, has spoken with business contacts, marketing agents, and land owners. No land has been optioned or secured to date however discussions have been held regarding specific parcels of land. 2. We have received our first promotional product. 3. We have continued engineering and race track design studies to ensure the suitability of any future land purchase. Comparison of Three Month Periods Ended September 30, 2009, and September 30, 2008 The major changes in specific accounts in our operating statement for the three-month period ended September 30, 2009 as compared to the previous three month period ended September 30, 2008 are as follows: Acquisition of Assets Prior to July 1, 2008, JPI owned and operated a Formula Atlantic race car on behalf of RWI for advertising purposes. The RWI team car was entered into five races between April and Sept 2008. On July 1, 2008, JPI sold its Formula Atlantic Racing Car to RWI, as well as spare parts, tools, and the paddock support vehicle for a total of $95,000. The purchase price was subjected to an appraisal by I.W.E. Rear Ends Only Ltd., an approved auto specialist. RWI will continue to use the vehicle for promotion and marketing of RWI at races, exhibitions, and private showings. Revenue There was no operating revenue for the three month period ended September 30, 2009, or for the three months ended September 30, 2008. Expenses No advertising and promotion costs were incurred during the three months ended September 30, 2009. Advertising and promotional costs of $4,718 were paid for the three months ended September 30, 2008. Depreciation of $2,375 was incurred on the Company?s acquired automotive equipment during this three month period. Depreciation of 2,375 was incurred during the three months ending September 30, 2008. Listing and share transfer fees of $4,267 were also incurred in the three months ended June 30, 2009. Listing and share transfer fees of $12,724 were paid during the three months ending September 30, 2008. Management fees incurred during the three months ended September 30, 2009 were waived. Management fees of $14,152 were paid for the three months ended September 30, 2008. Rental fees were waived paid during the three-month period ended September 30, 2009. No travel costs were incurred during this period. During the three months ended September 30, 2008, travel costs of $1,887 and rent of $2,948 were paid. The net loss for the three month period ended September 30, 2009 was $6,730 or $0.00014 per share compared to a loss of $46,515 for the three months ended September 30, 2008 a decrease of $39,785. Comparison of Nine Month Periods Ended September 30, 2009, and September 30, 2008 The major changes in specific accounts in our operating statement for the nine month period ended September 30, 2009 as compared to the previous nine month period ended September 30, 2008 are as follows: Revenue Revenue for the nine month period ended September 30, 2009 was $2,602. Previous year's revenue for the nine months ended September 30, 2008 was $6,475. Expenses Advertising and promotion costs of $238 were incurred during the nine months ended September 30, 2009. Advertising and promotional costs of $19,718 were paid for the nine months ended September 30, 2008. Depreciation of $7,125 was incurred on the Company?s acquired automotive equipment during this nine month period. Depreciation of $2,375 was incurred during the nine months ending September 30, 2008. Listing and share transfer fees of $19,170 were also incurred in the nine months ended September 30, 2009. Listing and share transfer fees of $12,899 were paid during the nine months ending September 30, 2008. Management fees of $7,342 were incurred during the nine months ended September 30, 2009. Management fees of $35,152 were paid for the nine months ended September 30, 2008. Rent of $2,564 was paid during the nine month period ended September 30, 2009. Travel costs of $397 were incurred during this period. During the nine months ended September 30, 2008, travel costs of $6,887 and rent of $7,823 were paid. The net loss for the nine month period ended September 30, 2009 was $39,731 or $0.00085 per share compared to a loss of $104,214 for the nine months ended September 30, 2008 a decrease of $64,483. .10. Off-Balance Sheet Arrangements: We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures. Contractual Obligations: We have no contractual obligations. Liquidity Management: Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds will consist of future revenues from our motorsports theme park. We will have no operating revenues until the park has been developed and commences operations. During the next twelve months, we will continue our efforts to advance to the point of operations, however there is no assurance we will be able to proceed with our plans. We will be required to issue additional share capital or secure debt financing. Depending on market conditions, we may be required to pay high rates of interest on such loans. Also, we do not believe we have enough cash available to satisfy our requirements during the next twelve months, without selling our automotive equipment. The Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf. Individual shareholders are under no obligation to pay such expenses. Operational Matters: Over the next twelve months, we will continue to proceed with limited research and continued engineering studies. Our industry research will be ongoing. We will monitor other racetracks to to compare our future plans with their strengths, weaknesses, and revenues. We will maintain contact with our real estate agents which may facilitate our future purchase of suitable land. We will continue to communicate with our business contacts to monitor changes that may impact our business. Our recruiting efforts will be to attract and contract with professionals that may assist us in our future theme park development. We will also recruit prospective employees and professionals to work within our company. Employees, however, will only be hired as workload demands. As such we cannot say at this time how many, if any, will be hired during the next twelve months. Our marketing efforts will remain extremely limited until land has been secured. Primary Investing Activities: We do not anticipate any major investing activities in the next twelve months. Neither do we expect any major purchases or sales of plant and equipment. Capital Resources and Primary Investing Activities: We do not anticipate any major investing activities in the next twelve months. Neither do we expect any major purchases or sales of land, construction of racetracks and buildings, or equipment unless funds become available through successful Phase 2 - 5 financing. .11. In addition to the other information set forth in this report, you should carefully consider the factors discussed in "Risk Factors" in our S1 registration statement which could materially affect our business, financial condition or future results. The risks described are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results. .12. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS Our Company's financial instruments are not materially impacted by changes in interest rates. ITEM 4. CONTROLS AND PROCEDURES Management's Report on Internal Control over Financial Reporting. Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As management, it is our responsibility to establish and maintain adequate internal control over financial reporting. As of September 30, 2009, under the supervision and with the participation of our management, including our Chief Executive Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we concluded that the Company maintained effective internal control over financial reporting as of September 30, 2009, based on criteria established in the Internal Control ? Integrated Framework issued by the COSO. This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this quarterly report. Evaluation of disclosure controls and procedures. As of September 30, 2009, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the date of filing this annual report applicable for the period covered by this report. Changes in internal controls. During the period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. .13. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULT UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 31.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports of Form 8-K No reports were filed on Form 8-K during the third quarter of 2009. SIGNATURES In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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Race World International, Inc. 10-Q