<PAGE>

================================================================================
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q
                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the quarterly report ended June 30, 1999       Commission File No. 001-14509

                                EASYRIDERS, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                                    33-0811505
(State or other jurisdiction of                                (I.R.S.  Employer
incorporation or organization)                            Identification Number)



              28210 Dorothy Drive, Agoura Hills, California 91301
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (818) 889-8740

          Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, par value $.001 per share

          Securities registered pursuant to Section 12(g) of the Act:
                                Not Applicable

  Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
    ---          ---


  There were 23,778,565 shares of outstanding Common Stock of the Registrant as
of August 10, 1999.
<PAGE>

PART I -- FINANCIAL INFORMATION
-------------------------------

Item 1.  Financial Statements

EASYRIDERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                               June 30,          December 31,
                                                                                 1999                1998
                                                                       -----------------------------------------
<S>                                                                       <C>                  <C>
                                                                             (unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                   $   559,012          $   278,035
Restricted cash                                                                                      313,640
Accounts receivable, less allowance for doubtful accounts
  of $436,604 (1999) and $395,681 (1998)                                      4,005,308            2,874,779
Inventories                                                                   3,945,767            3,975,443
Prepaid publication costs                                                       737,721              629,375
Prepaid expenses and other                                                    1,586,642              875,846
Receivable from shareholder                                                           -              398,085
                                                                            -----------          -----------

    Total current assets                                                     10,834,450            9,345,203

PROPERTY AND EQUIPMENT, net                                                   4,379,800            3,718,067

GOODWILL, net of accumulated amortization
  of $1,701,490 (1999) and $612,739 (1998)                                   61,465,947           62,704,698

INTANGIBLE ASSETS, net of accumulated amortization
  of $104,958 (1999) and $36,538 (1998)                                         735,763              809,409

OTHER ASSETS                                                                  1,262,604              560,245
                                                                            -----------          -----------

                                                                            $78,678,564          $77,137,622
                                                                            ===========          ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)


<TABLE>
<CAPTION>
                                                                                    June 30,            December 31,
                                                                                      1999                  1998
                                                                            -------------------------------------------
<S>                                                                            <C>                   <C>
                                                                                  (unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                                 $  5,808,372          $  4,086,773
Accrued payroll and payroll related expenses                                        1,182,666               589,861
Other current liabilities                                                           2,054,868             1,659,631
Income taxes payable                                                                        -                 7,034
Current portion of deferred subscription and advertising income                     4,249,904             3,348,420
Current portion of note payable to stockholder                                              -
Current portion of long-term debt                                                     671,270               558,748
                                                                                 ------------          ------------

    Total current liabilities                                                      13,967,080            10,250,467
                                                                                 ------------          ------------

CONVERTIBLE DEBENTURES, net, including related party
  debentures of $1,000,000 (1999 and 1998)                                          1,316,667             1,316,667

NOTE PAYABLE TO STOCKHOLDER                                                        11,575,000            13,000,000

LONG-TERM DEBT, net of current portion and debt discount, including
   related party indebtedness of $808,225 (1999) and $895,304 (1998).              23,258,326            22,713,670

OTHER LONG TERM LIABILITIES, including deferred subscription
  revenues of $1,210,721 (1999) and $549,838 (1998)                                 1,393,632               799,838

STOCKHOLDERS' EQUITY:
Preferred stock, par value $.001 per share; 10,000,000 shares
  authorized, none outstanding
Common stock, par value $.001 per share; 50,000,000 shares
  authorized, 22,091,275 shares (1999) and 19,295,375 shares (1998)                    22,091                19,295
  outstanding
Additional paid in capital                                                         57,915,794            54,318,590
Receivable from the sale of stock                                                  (7,300,000)           (7,300,000)
Accumulated deficit                                                               (23,470,026)          (17,980,905)
                                                                                 ------------          ------------

    Total stockholders' equity                                                     27,167,859            29,056,980
                                                                                 ------------          ------------

                                                                                 $ 78,678,564          $ 77,137,622
                                                                                 ============          ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


<TABLE>
<CAPTION>
                                                              For the Three Months Ended           For the Six Months Ended
                                                                       June 30,                            June 30,
                                                                1999               1998            1999               1998
                                                             ------------------------------------------------------------------
                                                                  (unaudited)                             (unaudited)

<S>                                                          <C>              <C>              <C>               <C>
SALES                                                        $ 11,017,265     $   609,992       22,048,977       $    824,155

COST OF SALES                                                   8,153,836         322,172       16,174,705            386,964
                                                             ------------     -----------      -----------       ------------

GROSS MARGIN                                                    2,863,429         287,820        5,874,272            437,191

EXPENSES:
Selling, general, and administrative                            4,119,626       1,093,361        7,456,039          2,047,023
Depreciation and amortization                                     782,796          59,665        1,551,945            122,988
Stock issuance expenses                                           600,000       1,888,867          600,000          1,888,867
Loss on sale of restaurant to related party                             -         631,986                -            631,986
                                                             ------------     -----------      -----------       ------------

  Total expenses                                                5,502,422       3,673,879        9,607,984          4,690,864
                                                             ------------     -----------      -----------       ------------

LOSS FROM OPERATIONS                                           (2,638,993)     (3,386,059)      (3,733,712)        (4,253,673)

OTHER INCOME (EXPENSE)                                           (146,196)              -           21,173
INTEREST EXPENSE                                                 (861,438)       (580,122)      (1,772,432)          (943,501)
                                                             ------------     -----------      -----------       ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                         (3,646,627)     (3,966,181)      (5,484,971)        (5,197,174)

PROVISION FOR INCOME TAXES                                          2,075                            4,150
                                                             ------------    ------------      -----------      -------------

NET LOSS                                                     $(3,648,702)     $(3,966,181)     $(5,489,121)      $(5,197,174)
                                                             ============     ===========      ===========       ============

COMPREHENSIVE LOSS                                           $(3,648,702)     $(3,966,181)     $(5,489,121)      $(5,197,174)
                                                             ============     ===========      ===========       ============

NET LOSS PER SHARE - BASIC AND DILUTED                             $(0.17)         $(0.23)          $(0.27)            $(0.30)
                                                             ============     ===========      ===========       ============

WEIGHTED AVERAGE NUMBER OF SHARES
   OUTSTANDING - BASIC AND DILUTED                             21,845,482      17,545,283       20,577,473         17,401,846
                                                             ============     ===========      ===========       ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                              For the Six Months Ended
                                                                                                      June 30,
                                                                                            1999                    1998
                                                                                          ----------------------------------
<S>                                                                                       <C>                    <C>
                                                                                                      (unaudited)
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss                                                                                  $(5,489,121)           $(5,197,174)
Adjustments to reconcile net loss to net cash used in operating activities:
  Stock issuance expenses                                                                 $   600,000            $ 1,888,867
  Depreciation and amortization                                                             1,551,945                122,988
  Loss on sale of restaurant to related party                                                                        631,986
  Loss on sale of fixed assets                                                                170,042
  Loss on sale of stock held for investment                                                    20,959
  Amortization of debt issuance costs                                                         157,389
  Non-cash interest expense                                                                                          903,755
  Increase (decrease) in cash resulting from changes in operating
    accounts:
    Current assets                                                                         (1,208,270)              (673,138)
    Other assets                                                                             (702,359)                (2,609)
    Current liabilities                                                                     3,529,091                195,305
    Other long-term liabilities                                                               593,794                 22,284
                                                                                          -----------            -----------
      Net cash used in operating activities                                                  (776,530)            (2,107,736)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets                                                                     (942,282)              (144,881)
                                                                                          -----------            -----------
      Net cash used in investing activities                                                  (942,282)              (144,881)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of convertible debentures and debt                                                   657,178              2,100,000
Common stock issued for cash                                                                1,500,000
Payments of stockholders advances                                                                                   (162,000)
Payment of long-term debt and capital leases                                                 (157,389)              (590,002)
                                                                                          -----------            -----------
      Net cash provided by financing activities                                             1,999,789              1,347,998
                                                                                          -----------            -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                      $   280,977            $  (904,619)

CASH AND CASH EQUIVALENTS, beginning of year                                                  278,035              1,262,633
                                                                                          -----------            -----------
CASH AND CASH EQUIVALENTS, end of year                                                    $   559,012            $   358,014
                                                                                          ===========            ===========

SUPPLEMENTAL CASH FLOW INFORMATION -
  Cash paid for interest                                                                  $ 1,015,043            $    60,451
                                                                                          ===========            ===========

NONCASH FINANCING ACTIVITIES:
Common stock issued in settlement of debt                                                 $ 1,500,000            $   902,997
                                                                                          ===========            ===========
Issuance of warrants in connection with debt issuance                                                            $   542,858
                                                                                                                 ===========
Convertible debentures issued with conversion discount                                                           $   333,335
                                                                                                                 ===========
</TABLE>



          See accompanying notes to consolidated financial statements

                                       4
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (unaudited)
--------------------------------------------------------------------------------

1.  GENERAL BASIS OF PRESENTATION

    The information set forth in these condensed financial statements as of June
    30, 1999 and for the six months ended June 30, 1999 and 1998 is unaudited.
    The information reflects all adjustments consisting only of normal recurring
    entries that, in the opinion of management, are necessary to present fairly
    the financial position and results of operations of the Company for the
    periods indicated.  Results of operations for the six months ended June 30,
    1999 are not necessarily indicative of the results of operations for the
    full fiscal year.

    Certain information in the footnote disclosures normally included in the
    annual financial statements has been condensed or omitted, in accordance
    with the rules and regulations of the Securities and Exchange Commission.

    Easyriders, Inc. (Easyriders or the Company) was incorporated in the State
    of Delaware on May 13, 1998, and for financial reporting purposes is the
    successor to Newriders, Inc.  On September 23, 1998, Easyriders, Inc.
    consummated a series of transactions (collectively, the Reorganization),
    including the following:  (i) the merger of a subsidiary of Easyriders with
    and into Newriders, Inc. (Newriders) (the Merger) upon which the
    shareholders of Newriders exchanged their stock on a 2-for-1 basis for
    Easyriders, Inc. common stock; (ii) the acquisition by Easyriders of all of
    the outstanding common stock of Paisano Publications, Inc. (Paisano
    Publications), a California corporation, and certain affiliated corporations
    (collectively, the Paisano Companies); and (iii) the acquisition by
    Easyriders of all of the outstanding membership interests of M&B
    Restaurants, L.C. (El Paso), a Texas limited liability company.

    As a result of the merger, the Newriders common stock was exchanged for
    Easyriders common stock on the basis of one share of Easyriders common stock
    for each two shares of Newriders common stock, and the stockholders of
    Newriders immediately prior to the merger became stockholders of Easyriders.
    The merger was accounted for as a combination of entities under common
    control, similar to a pooling of interest.  Therefore, the historical
    financial statements represent the combined financial statements of
    Easyriders and Newriders.  The acquisitions of the Paisano Companies and El
    Paso were accounted for as a purchase.

    The Paisano Companies consist of Paisano Publications; Easyriders of
    Columbus, Inc., an Ohio corporation; Easyriders Franchising, Inc., a
    California corporation; Easyriders Events, Inc., a California corporation;
    Bros Club, Inc., a California corporation; and Associated Rodeo Riders on
    Wheels, a California corporation.  Paisano Publications publishes 11
    special-interest magazines directed to motorcycle, hot-rod, and tattoo
    enthusiasts.  Other Paisano Companies market a line of apparel and other
    products designed to appeal to motorcycle, hot-rod, and tattoo enthusiasts,
    and own three Easyriders stores and have franchised 22 additional stores
    that sell Easyriders apparel, customized new and used American-made
    motorcycles, and motorcycle accessories.

    El Paso is a Texas limited liability company, which owns and operates four
    barbecue and smoked meat restaurants, three of which are located in Arizona
    and one of which is located in Oklahoma.  The restaurants are operated under
    the name "El Paso Bar-B-Que."

                                       5
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (unaudited)
--------------------------------------------------------------------------------

    Easyriders currently derives substantially all of its revenues from the
    operations of Paisano Publications and El Paso.

2.  LONG-TERM DEBT

    El Paso Debt - In March 1999, El Paso completed negotiations for a $500,000
    unsecured revolving line of credit to be used for general corporate
    purposes.  This credit facility bears interest at a rate of prime plus 0.5%,
    and matures on March 15, 2000.  At June 30, 1999, $122,000 was owed under
    this credit facility.

    In June 1999, El Paso borrowed $475,000 from a qualified lender to complete
    the build-out of its El Paso Bar-B-Que in Tulsa, Oklahoma.  This unsecured
    loan bears interest at a rate of 10.5% per annum, matures on July 1, 2009,
    and requires monthly payments of principal and interest to commence August
    1, 1999.

    Related Party Debt - On February 23, 1999, the Company borrowed $704,612
    from two directors of the Company. The balance borrowed was evidenced by two
    notes of equal amount from each shareholder. The notes bear interest at 13%
    per annum and both interest and principal are due on September 23, 2002. The
    Notes were fully repaid through proceeds from the issuance of common stock
    to these directors on April 8, 1999.

3.  STOCKHOLDERS' EQUITY

    Exchange Ratio - As more fully described in Note 1, at the time of the
    Merger, the Company effected a 2-for-1 exchange of its common stock.
    Historical share and per share information has been retroactively restated
    in the accompanying consolidated financial statements.

    Related-Party Stock Purchases - On April 8, 1999, the Company sold 1,397,950
    shares of common stock of the Company to a director of the Company for the
    sum of $1,500,000.  The number of shares issued was calculated as 75% of the
    average closing price of the common stock, with average closing price being
    defined as the average of the last recorded sale price of the common stock
    on the ten consecutive trading days ending on and including April 8, 1999.
    In conjunction with this stock issuance at a discount, the Company recorded
    $300,000 of stock issuance expense.

    Also on April 8, 1999, the Company sold 1,397,950 shares of common stock of
    the Company to the former sole shareholder of the Paisano Companies and a
    director of the Company for the sum of $1,500,000.  The number of shares
    issued was calculated as 75% of the average closing price of the common
    stock, with average closing price being defined as the average of the last
    recorded sale price of the common stock on the ten consecutive trading days
    ending on and including April 8, 1999.  As consideration for the $1,500,000
    in common stock, the director forgave interest on a $5,000,000 note payable
    of $75,000 and reduced the principal on the note payable from $5,000,000 to
    $3,575,000.   In conjunction with this stock issuance at a discount, the
    Company recorded $300,000 of stock issuance expense.

                                       6
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (unaudited)
--------------------------------------------------------------------------------

    On July 14, 1999, the Company sold to two directors of the Company 234,940
    shares each of common stock of the Company for the sum of $250,000 each.
    The number of shares issued was calculated as 75% of the average closing
    price of the common stock, with average closing price being defined as the
    average of the last recorded sale price of the common stock on the ten
    consecutive trading days ending on and including July 14, 1999.

    Stock Option Grants - During the six months ended June 30, 1999, the Board
    of Directors of the Company authorized the granting of 1,727,000 options to
    employees, consultants and directors of the company, 1,227,000 were granted
    under the Company's 1998 Executive Incentive Compensation plan, and 500,000
    were granted outside of the plan.  SFAS No. 123, Accounting for Stock-Based
    Compensation, encourages but does not require the Company to record
    compensation cost for employee stock option grants.  The Company has chosen
    to continue to account for employee option grants using Accounting
    Principles Board Opinion No. 25.

4.  COMMITMENTS AND CONTINGENCIES

    In February 1999, El Paso secured a commitment from a qualified lender to
    finance up to $3,450,000 for the purchase and lease back of up to two new
    properties, together with the development costs associated with the new
    restaurants.  A transaction under this commitment would be structured as a
    sale-leaseback, with El Paso having the option to purchase the property at
    specified times in the lease life for the greater of its fair market value
    or the lender's total investment in the property.  This commitment expires
    after March 1, 2000.

    The Company is involved in certain litigation as outlined in Part II Item 1.
    Legal Proceedings.  Currently, the Company believes that any liability with
    respect to such legal actions can not be determined.

5.  BUSINESS SEGMENTS

    Information by Operating Segment - Operating segments are defined as
    components of an enterprise for which separate financial information is
    available that is evaluated regularly by the chief operating decision-maker,
    or decision-making group, in deciding how to allocate resources and in
    assessing performance.  Easyriders, Inc. chief operating decision-making
    group is comprised of the chief executive officer and the officers who
    report to him directly.

    Easyriders Inc. has five reportable segments: publishing, goods and
    services, food service, franchising, and other events and operations.  The
    publishing segment includes magazine and catalog publishing and other
    operations.  The trade goods and services segment distributes motorcycle
    apparel and other related goods to both intermediate and end-users and
    offers motorcycle repair and services through a Company owned store.  The
    food service segment includes the operations of El Paso and Newriders.  The
    franchising segment includes the franchising of Easyriders motorcycle stores
    for distribution of equipment and apparel.  The other events and operations
    segment includes the coordination and sponsorship of motorcycle related
    events and operations.

                                       7
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (unaudited)
--------------------------------------------------------------------------------

    Easyriders, Inc. evaluates performance based on profit or loss from
    operations before income taxes, not including nonrecurring gains and losses
    and foreign exchange gains and losses.  (The Company utilizes the other
    events and operations segment as a venue for increased exposure for
    publication sales.)  The accounting policies of the operating segments are
    the same as those described in the summary of significant accounting
    policies.  The financial results for Easyriders, Inc. five operating
    segments have been prepared on a basis which is consistent with the manner
    in which Easyriders, Inc. management internally disaggregates financial
    information for the purposes of assisting in making internal operating
    decisions.  In this regard, certain common expenses have been allocated
    among segments less precisely than would be required for stand alone
    financial information prepared in accordance with generally accepted
    accounting principles.  Revenue attributed to geographic areas is based on
    the location of the customer.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                       Goods and         Food                               Other
                                      Publishing        Services        Service        Franchising       Operations      Totals
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>              <C>          <C>                 <C>           <C>
Sales external customers -Quarter
 ended June 30, 1999                   5,934,736        1,804,846       2,967,797        30,000             279,886    11,017,265
---------------------------------------------------------------------------------------------------------------------------------
Sales external customers -
Year-to date June 30, 1999            11,555,445        3,247,758       5,831,131        78,137           1,336,506    22,048,977
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations-
Quarter ended June 30, 1999              685,664           85,998         223,356      (676,442)           (654,766)     (336,190)
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from operations-
Year-to-date June 30, 1999             1,347,320         (171,716)        429,866    (1,168,367)           (540,171)     (103,068)
---------------------------------------------------------------------------------------------------------------------------------
Segment Assets                        10,403,654        1,350,995       4,196,436        71,116             631,404    16,653,605
---------------------------------------------------------------------------------------------------------------------------------
Capital Expenditures                     493,127            4,660         427,495             -              17,000       942,282
---------------------------------------------------------------------------------------------------------------------------------
Depreciation/Amortization -
Quarter ended June 30, 1999               67,363           12,086         119,841         2,118              28,369       229,777
---------------------------------------------------------------------------------------------------------------------------------
Depreciation/Amortization -
Year-to-date June 30, 1999               140,165           24,173         218,235         4,237              56,172       442,982
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


    The historical results of the Company represent the results of Newriders,
    Inc. only and therefore no segment information is provided for prior years.
    The operations of Newriders, Inc. are considered to be one component of the
    food service segment.

    A reconciliation of the totals reported for the operating segments to the
    applicable line items in the consolidated financial statements is as
    follows:


<TABLE>
      <S>                                                                                          <C>
      Quarter ended June 30, 1999:
      Income (loss) from operations included in segment disclosure                                 $  (336,190)
      Unallocated, selling, general, and administrative                                             (2,302,803)
                                                                                                   -----------
      Loss from operations                                                                         $(2,638,993)
                                                                                                   ===========

      Year-to-date June 30, 1999:
      Income (loss) from operations included in segment disclosure                                 $  (103,068)
      Unallocated, selling, general, and administrative                                             (3,630,644)
                                                                                                   -----------
      Loss from operations                                                                         $(3,733,712)
                                                                                                   ===========
</TABLE>

                                       8
<PAGE>

EASYRIDERS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998 (unaudited)
--------------------------------------------------------------------------------

<TABLE>
      <S>                                                                                      <C>
      As at June 30, 1999:
      Segment assets                                                                           $16,653,605
      Cash and cash equivalents                                                                    559,012
      Goodwill                                                                                  61,465,947
                                                                                               -----------

      Total Assets                                                                             $78,678,564
                                                                                               ===========

      Quarter ended June 30, 1999:
      Depreciation and amortization included in segment disclosure                              $  229,777
      Amortization of goodwill                                                                     553,019
                                                                                                ----------
      Depreciation and amortization                                                             $  782,796
                                                                                                ==========

      Year-to-date June 30, 1999:
      Depreciation and amortization included in segment disclosure                              $  442,982
      Amortization of goodwill                                                                   1,108,963
                                                                                                ----------
      Depreciation and amortization                                                             $1,551,945
                                                                                                ==========
</TABLE>


    Revenues concerning principal geographic areas are as follows based on
    customer location:

<TABLE>
<CAPTION>
                           USA       Canada    Germany     UK      Australia    Other       Total

      <S>               <C>          <C>       <C>       <C>       <C>         <C>       <C>
      QE 6/30/99         9,877,432   273,402   159,124   145,918     114,706   446,683    $11,017,265
      YTD 6/30/99       19,883,837   520,596   299,657   291,980     224,530   828,377    $22,048,977
</TABLE>


    The Company's foreign operations consist primarily of international
    newsstand sales and mail-order product sales.  No one country makes up more
    than 10% of international sales.  The Company does not have any identifiable
    assets attributable to these foreign activities and does not separately
    identify any expenses related specifically to foreign activities.
    Therefore, income before taxes and net income associated with foreign
    activities is not presented.

                                       9
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.


     Management's discussion and analysis of the financial condition and the
results of operations of the Company should be read in conjunction with the
Consolidated Financial Statements and related Notes thereto.

Overview

     Easyriders is a  corporation organized under the laws of the state of
Delaware on May 13, 1998.  Easyriders currently derives substantially all of its
revenues from the operations of Paisano Publications and El Paso.

     On September 23, 1998, Easyriders consummated a series of transactions
including the following: (i) the acquisition by Easyriders from Joseph Teresi of
all of the outstanding common stock of Paisano Publications and certain
affiliated corporations that engage in publishing special interest magazines
relating to motorcycles and tattooing, marketing motorcycle apparel and
accessories, promoting motorcycle and tattoo related events, and franchising
retail stores that market motorcycle apparel and accessories; (ii) the
acquisition by Easyriders of all of the outstanding membership interests of El
Paso, which engages in the operation of four restaurants under the name "El Paso
Bar-B-Que"; and (iii) the merger of a subsidiary of Easyriders with and into
Newriders.

     As a result of the Merger (i) each two shares of Newriders Common Stock
were exchanged for one share of Easyriders Common Stock and the shareholders of
Newriders immediately prior to the Merger became stockholders of Easyriders,
(ii) all of the outstanding options, warrants and other convertible securities
exercisable for or convertible into Newriders Common Stock were exchanged for
the right to purchase or convert into one-half the number of shares of
Easyriders Common Stock at an exercise price or conversion ratio per share equal
to two times the exercise price or conversion ratio provided for in the stock
option, warrant or other agreements evidencing such options, warrants or other
convertible securities, and (iii) Newriders, the Paisano Companies and El Paso
became wholly-owned subsidiaries of Easyriders.  The Merger was accounted for as
a combination of entities under common control, similar to a pooling of
interest.  Therefore, the historical financial statements represent the combined
financial statements of the Company and Newriders.  The acquisitions of the
Paisano Companies and El Paso were accounted for as a purchase.

     The acquisitions of the Paisano Companies and El Paso had, and will
continue to have, a material impact on the Company's financial statements;
accordingly, current and future financial statements may not be directly
comparable to the Company's historical financial statements. In future periods,
the amortization of goodwill will significantly effect the Company's financial
statements.

                                       10
<PAGE>

Use of EBITDA

     The following comparative discussion of the results of operations and
financial condition of the Company includes, among other factors, an analysis of
changes in the operating income of the business segments before interest
expense, taxes, depreciation and amortization ("EBITDA") in order to eliminate
the effect on the operating performance of the Paisano Companies and El Paso of
significant amounts of amortization of intangible assets and interest expense
recognized through the Reorganization.  In addition, certain non-cash charges
pertaining to the private placement of common stock have been added back to the
results of operations in determining EBITDA.  Financial analysts generally
consider EBITDA to be an important measure of comparative operating performance
for the businesses of the Company and its subsidiaries, and when used in
comparison to debt levels or the coverage of interest expense as a measure of
liquidity.  However, EBITDA should be considered in addition to, not as a
substitute for, operating income, net income, cash flow and other measures of
financial performance and liquidity reported in accordance with generally
accepted accounting principles.

                                       11
<PAGE>

Results of Operations

The following table sets forth certain operating data for Easyriders and
Newriders for the three months ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>                                                    Paisano
                                      Easyriders            Companies          El Paso          Consolidated          Newriders
                                                                For the Three Months Ended June 30,
                                    ---------------------------------------------------------------------------------------------
                                           1999               1999               1999               1999                 1998
<S>                                   <C>                  <C>                 <C>              <C>                   <C>
                                                                              (unaudited)
SALES
Publishing                            $          -         $ 5,934,736         $       -          $ 5,934,736         $         -
Goods and services                                           1,804,846                              1,804,846
Food service                                                                    2,967,797           2,967,797             609,992
Franchising                                                     30,000                                 30,000
Other operations                                               279,886                                279,886
                                    ---------------------------------------------------------------------------------------------
                                                 -           8,049,468          2,967,797          11,017,265             609,992
COST OF SALES
Publishing                                                   4,210,794                              4,210,794
Goods and services                                           1,758,357                              1,758,357
Food service                                                                    1,799,658           1,799,658             322,172
Franchising                                                          -                                      -
Other operations                                               385,027                                385,027
                                    ---------------------------------------------------------------------------------------------
                                                 -           6,354,178          1,799,658           8,153,836             322,172
GROSS MARGIN
Publishing                                       -           1,723,942                  -           1,723,942
Goods and services                               -              46,489                  -              46,489
Food service                                     -                   -          1,168,139           1,168,139             287,820
Franchising                                      -              30,000                  -              30,000
Other operations                                 -            (105,141)                 -            (105,141)
                                    ---------------------------------------------------------------------------------------------
                                                 -           1,695,290          1,168,139           2,863,429             287,820
EXPENSES
Publishing                                                   1,038,278                              1,038,278
Goods and services                                             (39,509)                               (39,509)
Food service                                                                      944,783             944,783           1,174,342
Franchising                                                    706,442                                706,442
Other operations                                               (50,375)                               (50,375)
Unallocated expenses                     1,642,404           1,260,399                              2,902,803             610,670
                                    ---------------------------------------------------------------------------------------------
                                         1,642,404           2,915,235            944,783           5,502,422           1,785,012
INCOME (LOSS) FROM OPERATIONS
Publishing                                       -             685,664                  -             685,664
Goods and services                               -              85,998                  -              85,998
Food service                                     -                   -            223,356             223,356            (886,522)
Franchising                                      -            (676,442)                 -            (676,442)
Other operations                                 -             (54,766)                 -             (54,766)
Unallocated                            (1,642,404)          (1,260,399)                 -          (2,902,803)           (610,670)
                                    ---------------------------------------------------------------------------------------------
                                      $(1,642,404)         $(1,219,945)        $  223,356         $(2,638,993)        $(1,497,192)
                                    =============================================================================================

NET INCOME (LOSS)                     $(1,977,679)         $(1,837,994)        $  166,971         $(3,648,702)        $(3,966,181)
                                    =============================================================================================

EBITDA                                $(1,066,150)         $  (701,729)        $  365,486         $(1,402,393)        $(1,437,527)
                                    =============================================================================================
</TABLE>

                                       12
<PAGE>

The following table sets forth certain operating data for Easyriders and
Newriders for the six months ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>                                                   Paisano
                                       Easyriders          Companies         El Paso            Consolidated          Newriders
                                                                For the Six Months Ended June 30,
                                     --------------------------------------------------------------------------------------------
                                         1999                1999              1999                1999                1998
                                                                           (unaudited)
<S>                                   <C>                  <C>                 <C>              <C>                   <C>
SALES
Publishing                            $          -         $11,555,445         $       -          $11,555,445         $         -
Goods and services                                           3,247,758                              3,247,758
Food service                                                                    5,831,131           5,831,131             824,155
Franchising                                                     78,137                                 78,137
Other operations                                             1,336,506                              1,336,506
                                     --------------------------------------------------------------------------------------------
                                                 -          16,217,846          5,831,131          22,048,977             824,155
COST OF SALES
Publishing                                                   8,063,490                              8,063,490
Goods and services                                           3,237,423                              3,237,423
Food service                                                                    3,570,401           3,570,401             386,964
Franchising                                                          -                                      -
Other operations                                             1,303,391                              1,303,391
                                     --------------------------------------------------------------------------------------------
                                                 -          12,604,304          3,570,401          16,174,705             386,964
GROSS MARGIN
Publishing                                       -           3,491,955                  -           3,491,955
Goods and services                               -              10,335                  -              10,335
Food service                                     -                   -          2,260,730           2,260,730             437,191
Franchising                                                     78,137                                 78,137
Other operations                                 -              33,115                  -              33,115
                                     --------------------------------------------------------------------------------------------
                                                 -           3,613,542          2,260,730           5,874,272             437,191
EXPENSES
Publishing                                                   2,144,635                              2,144,635
Goods and services                                             182,051                                182,051
Food service                                                                    1,830,864           1,830,864           1,530,871
Franchising                                                  1,246,504                              1,246,504
Other operations                                               (26,714)                               (26,714)
Unallocated expenses                     2,168,668           2,061,976                              4,230,644           1,271,126
                                     --------------------------------------------------------------------------------------------
                                         2,168,668           5,608,452          1,830,864           9,607,984           2,801,997
INCOME (LOSS) FROM OPERATIONS
Publishing                                       -           1,347,320                  -           1,347,320
Goods and services                               -            (171,716)                 -            (171,716)
Food service                                     -                   -            429,866             429,866          (1,093,680)
Franchising                                                 (1,168,367)                            (1,168,367)
Other operations                                 -              59,829                  -              59,829
Unallocated                            (2,168,668)          (2,061,976)                 -          (4,230,644)         (1,271,126)
                                     --------------------------------------------------------------------------------------------
                                      $(2,168,668)         $(1,994,910)        $  429,866         $(3,733,712)        $(2,364,806)
                                     ============================================================================================

NET INCOME (LOSS)                     $(2,675,480)         $(3,190,980)        $  377,339         $(5,489,121)        $(5,197,174)
                                     ============================================================================================

EBITDA                                $(1,464,492)         $  (914,170)        $  818,068         $(1,560,594)        $(2,241,818)
                                     ============================================================================================
</TABLE>

                                       13
<PAGE>

Results of Operations of Easyriders and Newriders

     During the three months ended June 30, 1999, the Company experienced a net
loss in the amount of $3,648,702 (or $0.17 per share), compared with a net loss
of $3,966,181 (or $0.23 per share) for the three months ended June 30, 1998. The
net loss for the six months ended June 30, 1999 was $5,489,121 (or $0.27 per
share), compared with a net loss of $5,197,174 (or $0.30 per share) for the same
period in the prior year.  The Company experienced negative EBITDA in the amount
of $1,402,393 and $1,560,594 for the three and six months ended June 30, 1999,
respectively, compared with negative EBITDA of $1,437,527 and $2,241,818 for the
three and six months ended June 30, 1998.

     The decreased loss for the three months ended June 30, 1999 can be
substantially attributed to the increase in gross margin of $2,575,608,
generated primarily by Paisano Publications and by El Paso,  offset by the
increase in operating expenses of $1,828,542 and by the increase in non-
operational expenses of $427,512.

     The increased loss for the six months ended June 30, 1999 can be
substantially attributed to the increase in operating expenses for the combined
operations of the Company and Newriders of $4,917,120 together with the increase
in non-operational expenses of $807,758, offset by the increase in gross margin
of $5,437,081, generated primarily by Paisano Publications and by El Paso.

Results of Operations: Paisano Companies

     The operating results of the Company for both the three and six months
ended June 30, 1999 include the results for the Paisano Companies.

     The Paisano Companies' sales totaling $8,049,468 and $16,217,846 for the
three and six months ended June 30, 1999, respectively, include sales from the
publishing segment of $5,934,736 and $11,555,445, sales from the goods and
services segment of $1,804,846 and $3,247,758, sales from the franchising
segment of $30,000 and $78,137, and sales from other segments of $279,886 and
$1,336,506. The Paisano Companies' gross margin totaling $1,695,290 and
$3,613,542 for the three and six months ended June 30, 1999, respectively,
includes margin from the publishing segment of $1,723,942 and $3,491,955, margin
from the goods and services segment of $46,489 and $10,335, margin from the
franchising segment of $30,000 and $78,137, a negative margin from other
segments of $105,141 for the three month period and margin from the other
segments of $33,115 for the six month period. The Paisano Companies' loss from
operations totaling $1,219,945 and $1,994,910 for the three and six months ended
June 30, 1999, respectively, includes income from operations of $685,664 and
$1,347,320 from the publishing segment, income from operations of the goods and
services segment of $85,998 for the three month period and loss from operations
of the goods and services segment of $171,716 for the six month period, loss
from operations of the franchising segment of $676,442 and $1,168,367, loss from
operations of other segments of $54,766 for the three month period and income
from operations of other segments of $59,829 for the six month period, and
expenses not allocated to any segment of $1,260,399 and $2,061,976.

     The Paisano Companies' publishing segment includes sales generated from
subscription sales, newsstand sales and advertising sales related to the
Companies' eleven special interest magazines.  The related cost of sales
includes direct costs related to the sales consisting primarily of printing,
publication and distribution costs.  The goods and services segment includes
sales generated from the sale of apparel and other products through its mail
order catalogs, two retail stores, and franchise programs.  The related

                                       14
<PAGE>

cost of sales includes the costs of the apparel and other products. The
franchising segment includes sales generated through royalties and franchise
fees charged to the Companies' 25 operating franchisees There is no related cost
of sales. The Paisano Companies' other segments primarily includes Easyriders
Events, Inc., which generates substantially all of its sales from the sale of
tickets to its motorcycle rodeos, motorcycle shows, and tattoo shows. The
related cost of sales includes the direct costs of promoting the events.

     The Paisano Companies' operating expenses of $2,915,235 and $5,608,452 for
the three and six months ended June 30, 1999, respectively, include $1,654,836
and $3,546,476 of expenses specifically allocated to individual segments and
$1,260,399 and $2,061,976 which have not been allocated to any one segment.  The
allocated expenses include payroll, promotion, and other general and
administrative expenses specifically attributable to the business segment.  The
unallocated expenses include payroll and related benefits, professional fees,
consulting, rent and other expenses not specifically attributable to any one
segment.  Unallocated payroll and related benefits for the Paisano Companies for
the three and six month periods ended June 30, 1999 totaled $444,138 and
$852,643, respectively.  Depreciation and amortization for the same periods
totaled $537,103 and $1,079,161, related primarily to $469,740 and $938,996 in
amortization of the $56,368,752 in goodwill created out of the Paisano
Companies' acquisition by the Company.

     Interest expense for the Paisano Companies totaled $572,930 and $1,145,749
for the three and six months ended June 30, 1999, respectively, which is
primarily attributable to the debt issued to finance the Company's acquisition
of the Paisano Companies.

     Net loss for the Paisano Companies was $1,837,994 and $3,190,980 for the
three and six months ended June 30, 1999, respectively, with negative EBITDA of
$701,729 and $914,170.

     The principal raw material used in publishing operations of the Paisano
Companies is paper. Paper costs represented approximately 16% of Paisano
Publications' production, selling and other direct costs for both the three and
six months ended June 30, 1999. Certain commodity grades of paper have shown
considerable price volatility over the last decade.  There can be no assurance
that future fluctuations in paper prices will not have a material adverse effect
on the Paisano Companies' results of operations or financial condition.

     The profitability of the Paisano Companies' publishing segment is also
affected by the cost of postage and could be materially adversely affected if
there is an increase in postal rates. Future fluctuations in postal rates could
have a material adverse effect on the publishing segments' results of operations
or financial condition. No assurance can be given that the publishing segment
can recoup paper or postal cost increases by passing them through to its
advertisers and readers. In addition, future fluctuations in paper prices or
postal rates could have an effect on comparisons of the results of operations
and financial condition of the publishing segments.

Results of Operations: El Paso

     The operating results of the Company for both the three and six months
ended June 30, 1999, include the  results for E1 Paso. The results for 1998 do
not include any of the results of El Paso.

                                       15
<PAGE>

     E1 Paso's sales from its four El Paso Bar-B-Que Restaurants totaled
$2,967,797 and $5,831,131 for the three and six months ended June 30, 1999,
respectively, with cost of sales totaling $1,799,658 and $3,570,401 for the same
periods.  Cost of sales includes food costs of $879,331 and $1,735,287 for the
three and six month periods, and direct payroll costs related to the operations
of the restaurants of  $920,327 and $1,835,114 for the same periods.  The gross
margin was $1,168,139 and $2,260,730, or 39.4% and 38.8% of sales, for the three
and six months ended June 30, 1999, respectively.  Operating expenses for El
Paso for the three and six month periods totaled $944,783 and $1,830,864,
respectively, or 31.8% and 31.4% of sales, and include depreciation and
amortization of $203,120 and $388,202. Interest expense associated with debt
used to finance the restaurants and capital leases was $65,820 and $122,952 for
the three and six months ended June 30, 1999.  Net income for the three and six
months ended June 30, 1999 was $166,971 and $377,339, respectively, and EBITDA
was $365,486 and $818,068 for the same periods.

Liquidity and Capital Resources

     The Company's primary cash requirements are to fund the Company's working
capital needs, primarily accounts receivable, inventory and prepaid expenses and
to service its debt.  On June 30, 1999, the Company had negative working capital
of approximatley $3.1 million due primarily to deferred subscription and
advertising income.

     Cash used in operating activities during the six month period ended June
30, 1999 totaled approximately $0.8 million.  The operating loss of $5.5 million
was offset by several non-cash charges including $1.7 million for depreciation
and amortization, $0.6 million for stock issuance expenses, and $0.2 million for
losses on the sale of assets.  Cash of $2.2 million was provided by changes in
operating accounts.

     Net cash used in investing activities totaled $0.9 million, and represented
cash paid for capital expenditures.

     Upon its acquisition by the Company, Paisano Publications obtained an
aggregate of $22,000,000 in financing (the "Nomura Indebtedness") from Nomura
Holding American, Inc. (the "Lender").  This financing was comprised of
$17,000,000 of senior term loans (the "Term Loans") and $5,000,000 of revolving
loans (the "Revolving Loans").  The proceeds from the Term Loans plus $3,500,000
of the Revolving Loans were used to repay certain promissory notes issued to the
shareholder of the Paisano Companies in conjunction with the acquisition of the
Paisano Companies, and to pay certain acquisition expenses.  To the extent that
Paisano Publications is in compliance with the terms of the Nomura Indebtedness,
any unused portion of the Revolving Loans may be used by Paisano Publications
for working capital purposes.  At June 30, 1999, there was $1,250,000 of
available borrowings under the Revolving Loans.

     The Nomura Indebtedness is guaranteed (the "Guarantees") by the Company and
the Paisano Companies, other than Paisano Publications (the "Guarantors").  The
Nomura Indebtedness will mature on September 23, 2001, and bears interest at an
annual rate equal to the prime rate of the Lender from time to time plus 1.85%,
payable monthly.  The Nomura Indebtedness and the Guarantees are secured by a
first priority security interest in substantially all of the tangible and
intangible assets (owned or hereafter acquired) of the Company and the Paisano
Companies, including all of the capital stock or equity interests of the Paisano
Companies, Newriders, and El Paso.  The Nomura Indebtedness and the Guarantees
constitute the sole senior secured indebtedness of Paisano Publications and
Guarantors and rank senior to all other indebtedness of Paisano Publications and
the Guarantors.

                                       16
<PAGE>

     At the end of each one-month period in which the Term Loans are
outstanding, Paisano Publications is required to prepay the Term Loans in an
aggregate principal amount equal to 35% of Excess Cash Flow, as defined in the
Credit Agreement, for such period, to the extent such Excess Cash Flow is
achieved.  Because this prepayment is dependent upon Excess Cash Flow, no
amounts have been classified as current at June 30, 1999.

     Subject to certain limitations on dividends, provided that no event of
default has occurred, Paisano Publications may loan funds to the Company
monthly, limited to the lessor of $100,000 or 35% of the Excess Cash Flow for
the preceding monthly period.  As of June 30, 1999, Paisano Publications has
been able to provide $56,979 of funding to the Company based on Paisano's
attainment of Excess Cash Flow.  The inability of Paisano Publications to
provide funds to the Company in the future can adversely impact the ability of
the Company to repay certain expenses of the Company.

     Because the Nomura Indebtedness includes restrictions on the ability of the
Paisano Companies to transfer funds to the Company in the form of cash
dividends, loans or advances, the net assets of the Paisano Companies are
considered to be restricted.  The restricted net assets of the Paisano Companies
on June 30, 1999 total $36,220,064.

     The Nomura Indebtedness contains numerous operating and financial
covenants, including but not limited to, payment of dividends, limitations on
indebtedness and the maintenance of minimum net worth, minimum working capital,
interest coverage ratios and the achievement of cash flow measures.  As of June
30, 1999, the Company is in compliance with all of the covenants.

     In connection with the Paisano Acquisition, the Company issued notes in the
aggregate amount of $13,000,000 to Joseph Teresi (the sole shareholder of the
Paisano Companies prior to the Paisano Acquisition).  Of the total, $10,000,000
of the notes consist of variable rate, five-year subordinated notes (the
"Contributor Notes").  The Contributor Notes bear interest at an annual rate
that may vary from 6% to 10% and may be extended for an additional five years.
The remaining $3,000,000 was issued as a 90 day note that bears interest at an
annual rate of 10%.  As of March 31, 1999, the Company was in arrears in
repayment of the $3,000,000 short-term note which was due December 23, 1998.  On
March 31, 1999, Joseph Teresi waived the default which existed on that date with
respect to the non-payment of interest on the $3,000,000 promissory note from
the Company.  In addition, Mr. Teresi agreed that between March 31, 1999 and
March 31, 2000 he would not make any claim of default in connection with the
non-payment of interest or principal which were due as of March 31, 1999 or
which would accrue between March 31, 1999 and March 31, 2000 on the $3,000,000
promissory note and two $5,000,000 promissory notes given to Mr. Teresi as part
of the consideration for the acquisition from him of the Paisano Companies.  On
April 8, 1999, Mr. Teresi purchased $1,500,000 in the common stock of the
Company and paid for his shares by forgiving $75,000 of interest and $1,425,000
of principal owed to him by the Company, reducing the principal on one of the
$5,000,000 notes payable to $3,575,000.

     In February 1999, El Paso secured a commitment from a qualified lender to
finance up to $3,450,000 for the purchase and lease back of up to two new
properties, together with the development costs associated with the new
restaurants.  A transaction under this commitment would be structured as a sale-
leaseback, with El Paso having the option to purchase the property at specified
times in the lease life for the greater of its fair market value or the lender's
total investment in the property.  This commitment expires after March 1, 2000.

     In March, 1999, El Paso completed negotiations for a $500,000 unsecured
revolving line of credit to be used for general corporate purposes.  This credit
facility bears interest at a rate of prime plus 0.5%, and matures on March 15,
2000.  At June 30, 1999, $122,000 was owing under this credit facility.

                                       17
<PAGE>

     In June 1999, El Paso borrowed $475,000 from a qualified lender to complete
the build-out of its El Paso Bar-B-Que in Tulsa, Oklahoma.  This unsecured loan
bears interest at a rate of 10.5% per annum, matures on July 1, 2009, and
requires monthly payments of principal and interest to commence August 1, 1999.

     The Company believes that projected cash flow from operations, projected
availability under the Nomura Credit Agreement, availability under the  El Paso
credit facilities, the $0.5 million raised in July 1999 from the sale of stock
to Messrs. Martin and Teresi, and availability under other capital commitments
will be sufficient to meet its anticipated cash needs for at least the next 12
months.  However, any projections of future cash needs and cash flows are
subject to substantial uncertainty.  If current cash, funds that may be
generated from operations, and borrowings available from the Credit Agreement
are insufficient to satisfy the Company's liquidity requirements, the Company
may seek to sell additional equity or debt securities.  The sale of additional
equity or debt securities could result in additional dilution to the Company's
stockholders.  There can be no assurance that financing will be available in
amounts or on terms acceptable to the Company, if at all.

Forward-Looking Information and Certain Factors

     Certain statements in this Form 10-Q and in future filings by the Company
with the Securities and Exchange Commission, in the Company's press releases,
and in oral statements made by or with the approval of an authorized executive
officer constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "Reform Act").  The
forward-looking statements are subject to numerous risks and uncertainties that
could cause actual results to differ materially from those set forth in such
forward-looking statements.  Such risks and uncertainties include, without
limitation, risks associated with future capital needs, management of growth,
availability of adequate financing, integration of business operations,
concentration of stock ownership, restrictions imposed on the Company by the
Lender, the magazine publishing and restaurant business, paper, pork and other
raw material prices and other factors discussed herein, in the Company's
Prospectus/Proxy Statement on Form S-4 dated September 8, 1998 and other filings
submitted to the Securities and Exchange Commission.

Year 2000 Readiness Disclosure

     Many of the world's computer systems currently record years in a two-digit
format.  Such computer systems will be unable to properly interpret dates beyond
the year 1999, which could lead to business disruptions in the U.S. and
internationally (the "Year 2000 issue").  The potential costs and uncertainties
associated with the Year 2000 issue will depend on a number of factors,
including software, hardware and the nature of the industry in which the Company
operates.  Additionally, companies must coordinate with other entities with
which they electronically interact, such as customers and creditors.

     The Company has reviewed its business processes and internal information
systems, including its computer systems to determine whether the Company's
software applications and computer and information systems are compliant with
the Year 2000.  The Company is in the process of upgrading its computer system
to be Year 2000 compliant and anticipates completing this process by September,
1999.   In addition, the Company is querying all of its major suppliers and
customers as to their progress in identifying and addressing Year 2000 problems.
The Company's products do not have any material Year 2000 problems.  While the
Company believes that its business processes and internal information systems
will be fully compliant for the Year 2000, there can be no assurance that the
Company will not experience unanticipated negative consequences and/or material
costs caused by undetected errors or defects in the technology used in its
business processes or internal information systems, which are

                                       18
<PAGE>

comprised predominantly of third party software and hardware. The Company does
not currently anticipate that the Year 2000 issue will have a material impact on
its business, financial condition or results of operations as total costs are
not anticipated to exceed $150,000.

     Should the Company not be completely successful in mitigating internal and
external Year 2000 risks, the likely worst case scenario could be a system
failure causing disruptions of operations, including, among other things, a
temporary inability to process transactions, or engage in normal business
activities at the Company or its vendors and suppliers.  The Company currently
does not have a contingency plan with respect to potential Year 2000 failures of
its suppliers or customers.  If these failures would occur, depending upon their
duration and severity, they could have a material adverse effect on the
Company's business, results of operations and financial condition.

Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is effective for fiscal years
beginning after June 15, 1999.  This standard establishes accounting and
reporting standards for derivative instruments and for hedging activities and
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value.  The Company does not believe that the adoption of this new
standard will have a material impact on its financial position or results of
operations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     The Company is exposed to a variety of risks, including paper price
volatility and changes in interest rates affecting the cost of its debt.

Paper Price Volatility

     A primary component of the Company's cost of revenues in the magazine
publishing segment is the cost of paper.  Consequently, increases in paper
prices can adversely impact the Company results of operations.

Interest Rates

     The Company is subject to certain interest rate  risk related to the Term
Loans.  The Term Loans mature on September 23, 2001 and bear interest at an
annual rate equal to the prime rate of the Lendor plus 1.85% payable monthly.
The interest rate on the balance of $16,443,021 outstanding on June 30, 1999 was
9.6 %.  An increase in interest rates of 1% would result in an increase in
interest expense of approximately $165,000 per annum.

     The Company's remaining long-term debt and convertible debentures have
fixed interest rates and therefore the Company does not believe a 1% increase in
interest rates would have a material impact on the Company's consolidated
financial statements.

                                       19
<PAGE>

PART II -- OTHER INFORMATION
----------------------------

Item 1.  Legal Proceedings.

  Easyriders and its subsidiaries are subject to litigation incidental to the
conduct of their respective businesses in the ordinary course of operations.

  In May 1999, Easyriders settled a lawsuit with Palisades Capital, Inc. and
Palisades Holdings, Inc. (collectively "Palisades").  Newriders was named as a
defendant in the lawsuit brought by Palisades in the Superior Court of
California, County of Los Angeles, number BC194913, filed July 27, 1998.

  An involuntary bankruptcy proceeding was filed against Rick Pierce, a former
shareholder of Newriders, on September 23, 1998 in the United States Bankruptcy
Court, Eastern District of California, Fresno Division Case No. 98-19111-A-11.
The bankruptcy was filed against Mr. Pierce before Pierce had returned certain
stock certificates evidencing shares of Newriders Common Stock to Newriders in
accordance with certain contractual arrangements regarding the Reorganization.
By complaint filed November 20, 1998 and amended in February 1999, Easyriders
and Newriders commenced an adversary proceeding against the Pierce Bankruptcy
Estate and other parties who claim an interest in the share certificates through
various transactions with Mr. Pierce.  The action sought a declaratory judgment
confirming that the Newriders certificates were canceled pursuant to the merger
and that the Bankruptcy Estate has no claim to the Newriders certificates and a
decision enjoining any transfer of Newriders stock.  In March 1999, Mr. Pierce,
as debtor in possession, filed an amended counterclaim and cross-claim seeking
reinstatement and return of his Newriders stock certificate, delivery of the
Easyriders stock due in the Reorganization and seeking damages of at least $20
million based on various claims including breach of contract, breach of
fiduciary duty, fraud, and fraudulent transfer generally arising out of the
Reorganization (the "Adversary Claims").  The Adversary Claims have been
asserted against Easyriders, Newriders, Messrs. Martin and Teresi and a former
officer of Easyriders and others now claiming an interest in the shares through
transactions with Mr. Pierce.  Easyriders denies these allegations and is
vigorously opposing such claims, and has filed a response to the counterclaim
and other supplemental pleadings.  Recently, the Adversary Claims were
transferred for adjudication to the Federal District Court in Fresno.  At this
point, the outcome of this action cannot be determined.

  On January 5, 1998 a Demand for Arbitration was filed with the American
Arbitration Association against Paisano Publications, Easyriders Franchising,
Inc. ("EFI") and certain officers of the Company.  This action was commenced by
Steel Horses, Inc. dba Easyriders of Chicago (the "Chicago Franchisee"), and
arises out of the Franchise Agreement entered into in 1994 between Steel Horses
and EFI.  This action (the "Steel Horses Arbitration") is now pending before an
arbitration panel in Orange County, California.  The Chicago Franchisee alleges
that EFI understated the capital requirements of the business opportunity, and
seeks compensatory damages of at least $500,000, plus punitive damages under
various theories of recovery, including violation of the Illinois Franchise
Disclosure Act, violation of other Illinois business practices statutes, fraud
and breach of the 1994 Franchise Agreement.  EFI and Paisano believe that the
claims of the Chicago Franchisee have no merit.  Accordingly, they have
vigorously defended this action and will continue to do so.  At this point,
however, the outcome of the Steel Horses Arbitration cannot be determined.

Item 2.  Changes in Securities and Use of Proceeds.

  On April 8, 1999, the Company raised additional capital by selling shares of
its Common Stock to John Martin and Joseph Teresi for $1,500,000 each.  The
shares were sold to Messrs. Martin and Teresi at a 25% discount from market
price, market price being determined as the average daily closing price of

                                       20
<PAGE>

the Common Stock on the American Stock Exchange over a certain number of
consecutive trading days ending on and including April 8, 1999. Each of Messrs.
Martin and Teresi received 1,397,950 shares of Easyriders Common Stock as a
result of such purchases. Mr. Martin paid cash for his shares, and Mr. Teresi
paid for his shares by forgiving $75,000 of interest and $1,425,000 of principal
owed to him by the Company. The sale of Easyriders Common Stock to Messrs.
Martin and Teresi was unanimously approved by the members of the Board of
Directors (other than Messrs. Martin and Teresi) after extensive consideration
of the circumstances, including but not limited to, the cash needs of the
Company and the absence of any viable alternative funding sources. The Board of
Directors also received and relied upon, a written opinion of Imperial Capital
that the $1,500,000 cash paid by Mr. Martin for his shares and the $1,500,000
forgiveness of interest and principal given by Mr. Teresi in exchange for his
shares are fair to the Company's stockholders from a financial point of view.

  On July 14, 1999, the Company raised additional capital by selling shares of
its Common Stock to John Martin and Joseph Teresi for $250,000 cash each.  The
shares were sold to Messrs. Martin and Teresi at a 25% discount from market
price, market price being determined as the average daily closing price of the
Common Stock on the American Stock Exchange over a certain number of consecutive
trading days ending on and including July 14, 1999.  Each of Messrs. Martin and
Teresi received 234,940 shares of Easyriders Common Stock as a result of such
purchases.  The sale of Easyriders Common Stock to Messrs. Martin and Teresi was
unanimously approved by the members of the Board of Directors (other than
Messrs. Martin and Teresi) after extensive consideration of the circumstances,
including but not limited to, the cash needs of the Company and the absence of
any viable alternative funding sources.  Based on the foregoing, the Board of
Directors determined that the $250,000 cash paid by each of Messrs. Martin and
Teresi for their shares was fair to the Company's stockholders from a financial
point of view.

  In both transactions, the shares were issued to Mr. Martin and Mr. Teresi in
transactions that were exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.

Item 3.  Defaults Upon Senior Securities

  None.

Item 4.  Submission of matters to a vote of security holders

  At the Company's Annual Meeting of its Stockholders held on June 17, 1999 (the
"Annual Meeting") the stockholders of the Company approved the following
proposals:

  Proposal 1.    Election of Directors

  The following persons were elected as directors of the Company at the Annual
Meeting to hold office for a term of one year or until their successors have
been duly elected and qualified:

                                       21
<PAGE>

<TABLE>
<CAPTION>
         Name                  Votes For            Votes Against         Votes Abstaining       Broker Non-Votes
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                   <C>                    <C>
John E. Martin                 19,284,378                 0                    71,574                    0
William E. Prather             19,284,378                 0                    71,574                    0
Wayne L. "Buz" Knyal           19,284,378                 0                    71,574                    0
Daniel J. Gallery              19,284,378                 0                    71,574                    0
Joseph Teresi                  19,284,378                 0                    71,574                    0
Ellen Meagher                  19,284,378                 0                    71,574                    0
Robert Davis                   19,284,378                 0                    71,574                    0
Joseph J. Jacobs               19,284,378                 0                    71,574                    0
</TABLE>

  Proposal 2.   Appointment of Independent Auditors

  The appointment by the Board of Directors of the Company of Deloitte and
Touche, LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999 was ratified with 19,295,243 votes for the proposal, 13,512
votes against the proposal, 47,197 votes abstaining, and 0 broker non-votes.

Item 5.   Other Information

  None.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Exhibit Number    Description of Exhibit
--------------    ----------------------
---------------------------------------------------------------------------------------------------------------
<C>               <S>
                  Stock Purchase Agreement, dated July 14, 1999, between John Martin and Easyriders.
10.55
---------------------------------------------------------------------------------------------------------------
                  Stock Purchase Agreement, dated July 14, 1999, between Joseph Teresi and Easyriders.
10.56
---------------------------------------------------------------------------------------------------------------
                  Commercial Lease, dated July 23, 1999, for the property located at 28216 Dorothy Drive,
10.57             Agoura Hills, California.

---------------------------------------------------------------------------------------------------------------
10.58             Loan Agreement between FFCA Acquisition Corporation and El Paso, dated June 1, 1999, for
                  $475,000.
---------------------------------------------------------------------------------------------------------------
10.59             Credit Agreement between Imperial Bank and El Paso, dated March 17, 1999, for a $500,000
                  Revolving Line of Credit.
---------------------------------------------------------------------------------------------------------------
10.60             Commitment Letter between FFCA Acquisition Corporation and El Paso, dated February 11, 1999,
                  for $3,450,000.
---------------------------------------------------------------------------------------------------------------
27.1              Financial Data Schedule
---------------------------------------------------------------------------------------------------------------
</TABLE>


          (b)  Reports on Form 8-K:

     No reports on Form 8-K were filed by the Company during the quarterly
     period ended June 30, 1999.

                                       22
<PAGE>

SIGNATURES


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


                                                     EASYRIDERS, INC.
                                                     ----------------
                                                     (Registrant)



       Dated: August 11, 1999                        /s/ J. Robert Fabregas
                                                     ---------------------------
                                                     J. Robert Fabregas
                                                     Chief Financial Officer and
                                                     Executive Vice President

                                       23