SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   
                                  FORM 10-KSB/A
    

             /X/Annual Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 for the Fiscal Year
                              Ended January 2, 1999

                        Commission File Number: 000-24477

                              TITAN MOTORCYCLE CO.
                              --------------------
                                   OF AMERICA
                                   ----------
                 (Name of small business issuer in its charter)

           Nevada                                                 86-0776876
------------------------------                               -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

       2222 West Peoria Avenue
         Phoenix, Arizona                                           85029
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)


Issuer's telephone number, including area code:        (602) 861-6977   
                                                    --------------------

Securities registered under Section 12(g) of the Exchange Act: common stock

         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. Yes X  No
                                                                      ---   ---

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
informational  statements  incorporated  by  reference  in Part III of this Form
10-KSB or any amendment to this Form 10-KSB [ ]

      State issuer's revenues for its most recent fiscal year $ 27,913,025


<PAGE>

<TABLE>

Titan Motorcycle Co. of America
Consolidated Balance Sheet
As of January 2, 1999
--------------------------------------------------------------------------------------------
<CAPTION>
                                                                          January 2, 1999
<S>                                                                        <C>
 Assets
Current Assets:
   Cash                                                                    $      8,398
   Accounts receivable, net of allowance for sales returns of $50,000         3,184,738
   Accounts receivable - related party                                        1,465,624
   Inventories                                                               11,838,002
   Prepaid expenses                                                             718,459
                                                                           ------------
      Total current assets                                                   17,215,221

Property and equipment, net                                                   1,082,779
Other assets                                                                     60,912
Trademarks                                                                       61,311
                                                                           ------------
      Total assets                                                         $ 18,420,223
                                                                           ============
Liabilities and Stockholders' Equity

Current Liabilities:
   Bank overdraft                                                          $     77,737
   Accounts payable                                                           3,081,992
   Accrued expenses                                                             950,562
   
   Current portion of note payable                                              599,993
                                                                           ------------
    
      Total current liabilities                                               4,710,284


Notes payable                                                                 8,249,311
                                                                           ------------
      Total liabilities                                                      12,959,595
    

Commitments and contingencies

Stockholders' Equity
   Common stock, par value $.001; 100,000,000 shares
      authorized and 16,437,333 shares issued and outstanding                    16,438
   Additional paid-in capital                                                 7,272,417
   Unearned compensation                                                        (38,741)
   Accumulated deficit                                                       (1,789,486)
                                                                           ------------
      Total stockholders' equity                                              5,460,628
                                                                           ------------
      Total liabilities and stockholders' equity                           $ 18,420,223
                                                                           ------------
</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

                                       26
<PAGE>

<TABLE>
Titan Motorcycle Co. of America
Consolidated Statements of Cash Flows
For the Years ended January 2, 1999 and December 31, 1997
---------------------------------------------------------------------------------------------
<CAPTION>

                                                                  January 2,     December 31,
                                                                    1999             1997
<S>                                                             <C>              <C>         
Cash flows from operating activities:
   
   Net income (loss)                                            $   237,479      $(1,673,743)
   Adjustments to reconcile net income (loss)
      to net cash used:
    
        Depreciation and amortization                               167,621           89,994
        Cumulative effect of change in accounting principle         (38,603)
        Stock compensation expense                                    3,134
   Net changes in balance sheet accounts:
        Accounts receivable                                      (3,675,901)        (234,087)
        Inventories                                              (5,314,639)      (5,013,787)
        Other assets                                                 18,908         (423,374)
        Accounts payable                                          1,029,260        1,587,530
        Accrued expenses                                            504,231          110,858
                                                                -----------      -----------
          Net cash used in operating activities                  (7,068,510)      (5,556,609)
                                                                -----------      -----------

Cash flows from investing activities:
   Purchases of property and equipment                             (626,769)        (620,844)
   Purchase of trademarks                                            (8,852)
                                                                -----------      -----------
          Net cash used in investing activities                    (635,621)        (620,844)
                                                                -----------      -----------

Cash flows from financing activities:
   Bank overdraft                                                    77,737
   Issuance of stock                                                500,000        4,000,000
   Borrowings from related parties                                     --          1,426,142
   Line of credit                                                 7,049,324
                                                                -----------      -----------
          Net cash provided by financing activities               7,627,061        5,426,142
                                                                -----------      -----------

Net decrease in cash                                                (77,070)        (751,311)

Cash and cash equivalents at beginning of year                       85,468          836,779
                                                                -----------      -----------
Cash and cash equivalents at end of year                        $     8,398      $    85,468
                                                                -----------      -----------

Supplemental cash flow information:
Cash paid for:
   Interest                                                     $   251,593      $      --
   Income taxes                                                 $      --        $      --

Non-cash Investing and Financing Activities:
   Stock issued in exchange for advertising                     $   250,000      $      --
   Inventory in exchange for advertising                        $   112,305      $   124,309
</TABLE>


   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                                  1998             1997
                                                           ------------------------------------
<S>                                                              <C>               <C>  
     Federal income tax rate                                     34.0%             34.0%
     State income tax rate, net of federal benefit                6.0%              6.0%
     Non-deductable expenses                                      7.6%
     Effect of valuation allowance                              (47.6%)           (40.0%)
                                                           ====================================
     Effective income tax rate                                      0%                0%

                                                           ====================================
</TABLE>

         The income tax effects of loss carryforwards,  tax credit carryforwards
         and temporary differences between financial and tax reporting give rise
         to the deferred income assets and liabilities.  Management  believes it
         more likely than not that the Company  will not realize its tax assets,
         and as such, a full valuation  allowance is recorded.  Deferred  income
         tax asset (liabilities) at January 2, 1999, consist of the following:

     Current:
         Allowance for bad debts and sales returns              $ 30,160
               Inventories                                        25,941
                                                             ---------------
                                                                  56,101

           Long-term
               Property and equipment                            (39,748)
               Net operating loss carryforwards                  617,372
               Other                                              96,799
                                                             ---------------
   
                                                                 730,524
           Valuation Allowance                                  (730,524)
    
                                                             ===============
                                                                     -
           Net deferred tax asset                            ===============


         As of January 2, 1999,  the Company has federal and state net operating
         loss  carryforwards  of  approximately  $1,545,930.   The  federal  net
         operating  loss  carryforwards  expire  in 2011,  while  the  state net
         operating loss carryforwards expire in 2002.

7.       Related Party Transactions and Balances

         The  Company has  transactions  in the normal  course of business  with
         affiliated   dealerships   that  are   partially   owned  by   majority
         shareholders  of  the  Company.  In  1998  and  1997,  sales  to  these
         affiliated dealerships were $6,260,963 and $638,290,  respectively.  At
         January 2, 1999, accounts receivable from these affiliated  dealerships
         were $1,465,624.

8.       Commitments and Contingencies

         The Company leases its office, manufacturing and warehouse space. Total
         rent expense for 1998 and 1997 was $387,201 and $230,824, respectively.
         Future  minimum  lease  payments  required  under the  operating  lease
         agreements are as follows:


                                       34
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                             Titan Motorcycle Company of America



Date:        4/26/99                          By: /s/ Franks S. Keery
     -----------------------                     -------------------------------
                                                  Frank S. Keery
                                                  Chief Executive Officer



Date:        4/26/99                          By: /s/ Robert P. Lobban
     -----------------------                     -------------------------------
                                                  Robert P. Lobban
                                                  Chief Financial Officer

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  registration  statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

/s/ Frank S. Keery
-------------------------------------               April      26        , 1999
Frank S. Keery, Chairman of the Board                    ----------------

/s/ Patrick Keery
-------------------------------------               April      26        , 1999
Patrick Keery,  Director                                 ----------------

/s/ Barbara Keery
-------------------------------------               April      26        , 1999
Barbara Keery, Director                                  ----------------

/s/ Frank S. Keery signing for 
    Harry H. Birkenruth
-------------------------------------               April      26        , 1999
Harry H. Birkenruth, Director                            ----------------

/s/Frank S. Keery signing for 
   Tony Turner
-------------------------------------               April      26        , 1999
H.B. Tony Turner, Director                               ----------------


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