<PAGE>   1
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D. C. 20549

                                 FORM 10-QSB

              QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000


                      COMMISSION FILE NUMBER: 000-24779


                            V-TWIN HOLDINGS, INC.
                     (FORMERLY V-TWIN ACQUISITIONS, INC.)
-------------------------------------------------------------------------------
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



      DISTRICT OF COLUMBIA                               52-2110338
-------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)


           1707 H ST, NW #200
             WASHINGTON DC                                 20006
-------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


                                (703) 471-1823
-------------------------------------------------------------------------------
                         (ISSUER'S TELEPHONE NUMBER)


CHECK WHETHER THE ISSUER (1) FILED ALL REPORT REQUIRED TO BE FILE BY SECTION
13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

   X   YES                 ______ NO
-------

THE NUMBER OF SHARES OUTSTANDING AS OF DECEMBER 31, 2000 WAS 4,282,000.

<PAGE>   2



                        PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

BALANCE SHEETS AS OF DECEMBER 31, 2000
 AND JUNE 30, 2000                                           F-2

STATEMENTS OF OPERATIONS FOR THE SIX AND
 THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999               F-3

STATEMENTS OF STOCKHOLDERS' EQUITY                           F-4

STATEMENTS OF CASH FLOWS FOR THE
 SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999                 F-5

NOTES TO FINANCIAL STATEMENTS                                F-6 THROUGH F-13



<PAGE>   3

                             V-TWIN HOLDINGS, INC.

                       COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                           For the six months ended December 31,          For the quarter ended December 31,
                                        -----------------------------------------      -------------------------------------

                                             2000                     1999                 2000                  1999
<S>                                    <C>                      <C>                   <C>                 <C>
Revenues:
    Sales income                           $ 7,524,673              $  2,251,424         $ 2,974,969            $   841,147
    Service income                             838,394                   184,650             379,931                 89,178
                                        ---------------          ----------------      --------------      -----------------
       Total revenue                         8,363,067                 2,436,074           3,354,900                930,325

Cost of goods sold                           7,004,412                 1,909,208           2,896,283                700,963
                                        ---------------          ----------------      --------------      -----------------

    Gross margins                            1,358,655                   526,866             458,617                229,362


Operating expenses                           2,648,884                   748,200           1,298,795                372,891
                                        ---------------          ----------------      --------------      -----------------

    Operating loss                          (1,290,229)                 (221,334)           (840,178)              (143,529)

Other expenses/(income):
Interest expense                               185,287                    26,544             107,046                 12,457
Other income                                    (2,644)                        -              (6,312)                     -
                                        ---------------          ----------------      --------------      -----------------
    Total other expenses, net                  182,643                    26,544             100,734                 12,457
                                        ---------------          ----------------      --------------      -----------------

Net loss                                   $(1,472,872)             $   (247,878)        $  (940,912)           $  (155,986)
                                        ===============          ================      ==============      =================

Net loss per common share:
    Basic and diluted                      $     (0.36)             $      (0.07)        $     (0.23)           $     (0.05)
                                        ===============          ================      ==============      =================

Weighted average number of outstanding
  common shares                              4,139,509                 3,700,000           4,151,085              3,700,000
                                        ===============          ================      ==============      =================
</TABLE>

<PAGE>   4

                            COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               December 31,          June 30,
                                                                   2000                2000
<S>                                                          <C>                 <C>
                                       ASSETS


Current assets:
    Cash                                                          $   131,372        $   472,394
    Restricted cash                                                   185,177            183,623
    Accounts receivable, net                                          706,405            643,591
    Inventory, net                                                  4,090,926          3,765,020
    Other current assets                                              240,611            178,481
                                                              ----------------     --------------
      Total current assets                                          5,354,491          5,243,109


Property and equipment, net                                           775,112            247,760
Goodwill                                                              904,784            936,843
                                                              ----------------     --------------

       Total assets                                               $ 7,034,387        $ 6,427,712
                                                              ================     ==============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Current maturities of notes payable, capital lease
        obligations and floorplan debt                            $ 2,719,391        $ 2,723,079
    Accounts payable                                                1,084,689            526,188
    Accrued expenses                                                  277,579            207,419
    Customer deposits                                                  95,812             88,154
                                                              ----------------     --------------
      Total current liabilities                                     4,177,471          3,544,840

Note payable and capital lease obligations,
    less current maturities                                         2,415,478          2,087,712

Stockholders' equity
    Preferred stock                                                        91                  -
    Common stock                                                        4,282              4,127
    Aditional paid-in-capital                                       3,399,127          2,280,223
    Accumulated deficit                                            (2,962,062)        (1,489,190)
                                                              ----------------     --------------
      Total stocholders' equity                                       441,438            795,160
                                                              ----------------     --------------

        Total liabilities and stockholders' equity                $ 7,034,387        $ 6,427,712
                                                              ================     ==============
</TABLE>


<PAGE>   5

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                 Combined Statements of Stockholders' Equity
                  For the Six Months Ended December 31, 2000

<TABLE>
<CAPTION>
                                   Preferred Stock       Common Stock            Additional                        Total
                               ------------------------------------------------   Paid in       Accumulated    Stockholders'
                                 Shares     Amount      Shares       Amount       Capital         Deficit         Equity
                                 ------     ------      ------       ------       -------         -------         ------
<S>                           <C>           <C>        <C>           <C>        <C>            <C>             <C>
Balance at June 30, 2000                -    $    -     4,127,833     $ 4,127     $ 2,280,223    $ (1,489,190)    $   795,160

Issuance of preferred stock         68,582        68           -           -          627,151              -          627,219

Net loss                                -         -            -           -               -         (531,960)       (531,960)
                               -----------  --------    ----------   ---------    -----------     ------------    ------------

 Balance at September 30, 2000      68,582        68    4,127,833       4,127       2,907,374      (2,021,150)        890,419

Issuance of preferred and
     common stock                   23,000        23       55,000          55         324,870              -          324,948

 Exercise of warrants                   -         -       100,000         100         166,883                         166,983

Net loss                                -         -            -           -               -         (940,912)       (940,912)
                               -----------  --------    ----------   ---------    -----------     ------------    ------------

Balance at December 31, 2000        91,582   $    91    4,282,833     $ 4,282     $ 3,399,127    $ (2,962,062)    $   441,438
                               ===============================================================================================
</TABLE>

<PAGE>   6

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999


1.  ORGANIZATION

V-Twin Holdings, Inc., formerly V-Twin Acquisitions, Inc. (the "Company"), was
organized under the laws of the District of Columbia on July 10, 1998. On
January 31, 2000, the Company acquired the assets and certain liabilities of
five motorcycle dealerships from Ultra Acquisition Company. These dealerships
are currently located in the states of Texas and California. V-Twin Holdings
(CA), Inc. is a wholly-owned subsidiary of the Company organized under the
laws of California on January 19, 2000 to operate motorcycle dealerships in
California. In September 2000, the Company purchased a second motorcycle
dealership located in Texas.

On March 24, 2000, the Company formed CycleClick.com, Inc. to facilitate the
creation of an e-commerce and business to business website.  CycleClick.com,
Inc. is a wholly-owned subsidiary of V-Twin Holdings, Inc.

V-Twin Acquisitions, Inc. of Virginia (the "Affiliate") is a privately held
corporation organized under the laws of Virginia on March 30, 1999 to own and
operate motorcycle dealerships in Virginia. The Affiliate owns two motorcycle
dealerships operating in Virginia.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Certain 1999 amounts have been reclassified for comparative purposes.

Basis of Presentation - The combined financial statements of the Company
include the accounts of its wholly-owned subsidiaries and its affiliate,
V-Twin Acquisitions, Inc. of Virginia. All significant intercompany balances
and transactions have been eliminated.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles ("GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the associated amounts
of revenues and expenses during the period reported. Actual results could
differ from the estimates.

Allowance for Doubtful Accounts - The Company uses the allowance method of
recognizing bad debts. Specifically identified uncollectible accounts are
charged against the allowance. At December 31, 2000 and June 30, 2000, the
allowance for doubtful accounts was $48,000 and $64,000, respectively.

Inventory Valuation - Inventory is valued at the lower of cost or market using
the average cost method. Obsolete or damaged goods are reduced to estimated
net realizable values.

Cash and Cash Equivalents - For purposes of the combined statements of cash
flows, the Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents.


                                      6

<PAGE>   7

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment - Property and equipment are recorded at cost.
Depreciation expense of property and equipment is determined using the
straight-line method over the estimated useful lives of the assets, as
follows:

<TABLE>
<S>                                                                     <C>
                  Office and computer equipment........................ 5 years
                  Machinery and equipment.............................. 7 years
                  Leasehold improvements............................... life of the lease
</TABLE>

Maintenance and repairs are charged to expense as incurred; major renewals and
improvements are capitalized. When items of property or equipment are sold or
retired, the related cost and accumulated depreciation are removed from the
accounts and any gain or loss is included in the results of operations.

Goodwill - The excess of the cost over the fair value of net tangible and
identifiable intangible assets acquired is amortized on a straight-line basis
over a period of 15 years.

Income Taxes - Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted taxes expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. The Company has net deferred tax assets, which consist
principally of net operating loss carryforwards. Due to the uncertainty
regarding the realization of these net operating loss carryforwards, the
Company continues to provide a valuation reserve equal to the net deferred tax
assets.

Earnings Per Share - Basic earnings per share is computed by dividing net
income by the weighted average number of shares outstanding for the period.
Diluted earnings per share includes the dilutive effect of stock options,
warrants and contingent shares.

3.  ACQUISITIONS

In September 2000, the Company purchased certain assets and assumed certain
liabilities of a motorcycle retail store for $50,000 in cash. The assets
acquired include parts and accessory inventory, equipment, building and land.
The debts assumed include the mortgage on the land and building and other
long-term debt. The acquisition was accounted for using the purchase method
under Accounting Principles Board Opinion No. 16, "Business Combinations,"
("APB Opinion 16") to record the purchase of the assets and liabilities
assumed. The purchase price was allocated to the assets and liabilities
acquired based upon their respective fair market values. No goodwill was
recognized in connection with this transaction.

                                      7

<PAGE>   8

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999

In January 2000, the Company purchased from Ultra Acquisition Company
("Ultra") the assets and assumed certain liabilities of five retail motorcycle
dealerships (each doing business as "Bikers Dream") located in the states of
Texas, California and North Carolina. Consideration paid to Ultra consisted of
83,333 shares of common stock valued at $500,000, $37,000 cash and the
issuance of a promissory note payable for $1,000,000. The promissory note
matures in five years, accrues interest at 5% and is secured by the assets of
the Bikers Dream stores. Payments of interest and principal begin in May 2001.
The acquisition was accounted for using the purchase method under APB Opinion
No. 16 to record the purchase of the asset and certain liabilities. The
operating results of the acquired locations have been included in the
accompanying combined financial statements since the date of acquisition. The
purchase price has been allocated to the assets and liabilities acquired based
upon their respective fair market values. Based on the allocation of the
purchase price over the net assets acquired, goodwill of approximately
$964,000 was recorded and is being amortized on a straight-line basis over 15
years. Amortization of goodwill totaled $32,000 for the six months ended
December 31, 2000.

The purchase price of the assets acquired and liabilities assumed from Ultra
is as follows:

<TABLE>
<S>                                                             <C>
    Cash........................................................$          37,000
    Issuance of note payable....................................        1,000,000
    Fair value of common stock issued...........................          500,000
                                                                   -----------------
                                                                $       1,537,000
                                                                   =================

The purchase price is allocated as follows:

    Receivable due from Ultra...................................$          91,000
    Inventory...................................................        1,642,000
    Other current assets........................................           33,000
    Property and equipment......................................          125,000
    Goodwill....................................................          964,000
    Liabilities assumed.........................................       (1,318,000)
                                                                   -----------------
                                                                $       1,537,000
                                                                   =================
</TABLE>

4.  RESTRICTED CASH

Restricted cash consists primarily of certificates of deposit, which serve as
security for letters of credit required to obtain inventory floorplan
financing. These investments bear interest between 5.86% and 6.11% with
one-year terms and are expected to be held to maturity. The carrying amounts
reported in the combined balance sheets for these financial instruments are at
cost, which approximates fair market value.

                                      8

<PAGE>   9


                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999

5.  INVENTORY

Inventory consists of the following:

<TABLE>
<CAPTION>
                                             December 31,          June 30,
                                                 2000                2000
                                          -----------------    ----------------
<S>                                     <C>                   <C>
     Motorcycles and other
     vehicles.........................   $     3,240,965      $     3,113,013
     Parts and
     accessories......................         1,018,961              831,007
     Reserve for
     obsolescence.....................          (169,000)            (179,000)
                                          -----------------    ----------------
                                         $     4,090,926      $     3,765,020
                                          =================    ================
</TABLE>



6.  PROPERTY AND EQUIPMENT



Property and equipment consists of the following:








<TABLE>
<CAPTION>
                                                              December 31,          June 30,
                                                                  2000                2000
                                                          -------------------    --------------
<S>                                                     <C>                    <C>
     Land and building................................   $          416,081     $           -
     Office and computer equipment....................              123,188            81,348
     Machinery and equipment..........................              168,076           116,396
     Vehicles.........................................               68,615            61,332
     Leasehold improvements...........................               59,388            18,620
                                                          -------------------    --------------
                                                                    835,348           277,696
     Less: accumulated depreciation and amortization..              (60,236)          (29,936)
                                                          -------------------    --------------
                                                         $          775,112     $     247,760
                                                          ===================    ==============
</TABLE>

Depreciation and amortization expense for property and equipment was $30,938
and $7,661 for the six months ended December 31, 2000 and 1999, respectively.

7.  DEBT

Floorplan

The Company finances its motorcycle inventory for all stores through floorplan
financing arrangements with various lenders that are secured by the underlying
motorcycle inventory and

                                      9

<PAGE>   10

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999

the assets of the Company. Investments held by the Company have been pledged
as additional security to the finance companies along with personal guarantees
of two officers and directors of the Company. Finance terms range from prime
to prime plus 5% depending upon the number of days outstanding from the
inception date of the financing. Typically, the finance companies provide a 60
to 90 day grace period before interest is charged or accrued. Amounts due to
the lenders totaled $2,490,974 at December 31, 2000 and $2,644,892 at June 30,
2000.

Other Debt

In connection with the purchase of motorcycle dealerships from Ultra (as
discussed in Note 3), the Company executed a five year promissory note payable
for $1,000,000. The note accrues interest at 5% and is secured by the assets
of the Bikers Dream stores. The note is payable in sixteen quarterly
installments of $62,500 of principal plus interest beginning in May 2001.

In connection with the acquisition of the five motorcycle retail stores (as
described in Note 3), the Company obtained financing for the purchase of new
and used motorcycles from a financing company owned and operated by an officer
and director of the Company. The financing arrangement provides for a credit
facility of $1,500,000. Interest accrues at the prime rate of interest plus
3.5% for new vehicles and prime rate of interest plus 5.5% for used vehicles.
Outstanding balances due under the credit facility are secured by vehicles
purchased for resale. At December 31, 2000 and June 30, 2000, $1,112,825 was
outstanding under the credit facility. For the six months ended December 31,
2000, the Company accrued interest expense totaling $27,800.

In October 2000, the Company and financing company mutually agreed to
restructure the credit facility whereby a promissory note was executed for
$1,112,825. The promissory note is unsecured, accrues interest at an annual
rate of 10%, and is due (both principal and interest) in December 2002. As of
December 31, 2000 and June 30, 2000, the Company has classified this debt as
long-term.

8.  COMMITMENTS AND CONTINGENCIES

Capital Leases

The Company currently leases equipment under non-cancelable capital leases.
Amortization and depreciation related to capital leased equipment is included
in depreciation and amortization expense.

Lease Commitments

The Company has lease commitments for its retail and office locations ranging
from one month to nine years. In addition, the monthly rental expense ranges
from $2,500 to $14,000.

In January 2001, the Affiliate began moving its Springfield, VA retail store
to a new location. The Affiliate anticipates that the new location will open
in late February 2001.

                                      10

<PAGE>   11

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999

Rent expense for the six months ended December 31, 2000 and 1999 was $274,434
and $83,304, respectively.

9.  STOCKHOLDERS' EQUITY

Stockholders' equity is comprised of the following:

<TABLE>
<CAPTION>
                                                                      December 31, 2000       June 30, 2000
                                                                      -------------------    -----------------
<S>                                                                  <C>                    <C>
Preferred stock
      Company - $.001 par; 2,000,000 shares authorized; 91,000
       and 0 shares issued and outstanding at December 31,
       2000 and June 30, 2000, respectively...................       $              91      $              -
                                                                      ===================    =================

Common stock
     Company - $.001 par; 25,000,000 shares authorized;
       4,282,000 shares issued and outstanding at December 31,
       2000 and June 30, 2000 .................................      $           4,282      $          4,127

     Affiliate - $.001 par - 100 shares, authorized, issued and
     outstanding...............................................                      -                     -
                                                                      -------------------    -----------------
              Total common stock...............................      $           4,282      $          4,127
                                                                      ===================    =================

Additional paid-in-capital
     Company...................................................      $       3,399,026      $      2,280,123
     Affiliate.................................................                    100                   100
                                                                      -------------------    -----------------
              Total additional paid in capital.................      $       3,399,126      $      2,280,223
                                                                      ===================    =================

Accumulated deficit
     Company...................................................      $      (1,883,667)     $       (951,789)

     Affiliate.................................................             (1,078,393)             (537,401)
                                                                      -------------------    -----------------
              Total accumulated deficit........................      $      (2,962,060)     $     (1,489,190)
                                                                      ===================    =================
</TABLE>

Common Stock

During the six months ended December 31, 2000, the Company issued 155,000
shares of common stock. One hundred thousand of the shares were issued upon
the exercise of warrants in December 2000. The net proceeds of such issuances
totaled $317,000.

                                       11
<PAGE>   12
                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999


Preferred Stock

The Company has authorized 2,000,000 shares of preferred stock, of which
1,000,000 shares of the preferred stock is designated as convertible preferred
stock. The convertible preferred stock is convertible into 2.857 shares of the
Company's common stock or ten common shares of the Company's subsidiary,
Cycleclick.com, Inc. During the six months ended December 31, 2000, the
Company issued 91,000 shares of convertible preferred stock to various
investors at a price of $10 per share. The net proceeds of such issuances
totaled $762,000.

Warrants

At December 31, 2000, the Company had 615,000 shares of common stock reserved
for outstanding warrants. These warrants have an exercise price ranging from
$1.67 to $9.50 per share. The exercise period expires at various dates through
March 31, 2005. Warrants for 100,000 shares of common stock at $1.67 per share
were exercised in December 2000.

10.  EARNINGS PER SHARE

The following data shows the amounts used in computing basic and diluted
earnings per share for the six months ended December 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                          December 31, 2000          December 31, 1999
                                       ------------------------   ---------------------------
<S>                                  <C>                        <C>
    Net loss to common shareholders   $            (1,487,872)   $                (247,878)
                                       ========================   ===========================

    Weighted average number of
    outstanding common shares                       4,139,509                    3,700,000
                                       ========================   ===========================

    Net loss - basic and diluted      $                 (0.36)   $                   (0.07)
                                       ========================   ===========================
</TABLE>

The following data shows the amounts used in computing basic and diluted
earnings per share for the three months ended December 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                          December 31, 2000          December 31, 1999
                                       ------------------------   ---------------------------
<S>                                  <C>                        <C>
    Net loss to common shareholders   $              (940,912)   $                (155,986)
                                       ========================   ===========================

    Weighted average number of
    outstanding common shares                       4,151,085                    3,700,000
                                       ========================   ===========================

    Net loss - basic and diluted      $                 (0.23)   $                   (0.05)
                                       ========================   ===========================
</TABLE>

                                      12

<PAGE>   13

                     V-TWIN HOLDINGS, INC. AND AFFILIATE

                    Notes to Combined Financial Statements

                 Six months ended December 31, 2000 and 1999


11.  RELATED PARTY TRANSACTIONS

Two officers and directors of the Affiliate also serve as officers and
directors of the Company. The two officers and directors of the Affiliate,
owning collectively 100% of the outstanding common stock of the Affiliate,
have agreed to pledge their shares pursuant to a trust agreement dated April
15, 1999, in consideration for the purchase of key man life insurance.

As described in Note 7, the Company has a credit facility of $1.5 million with
a finance company that is owned and operated by an officer and director of the
Company. At December 31, 2000 and June 30, 2000, the Company has $1,112,825
outstanding under this credit facility. In connection with this credit
facility, the Company accrued interest expense of $27,800 during the six
months ended December 31, 2000.

In May 2000, the Affiliate entered into a $567,000 secured note agreement with
two officers and directors of the Company and Affiliate for the future
purchase of stock of the Affiliate. The note carries interest at 10% and is
due in five years. Also in May 2000, the Affiliate assigned the note to the
Company as payment on two notes entered into in 1999 between the Affiliate and
the Company. In the combined financial statements, the note and interest
income and expense have been eliminated. No interest payments were made during
the six months ended December 31, 2000.

In November 2000, an officer and director of the Company advanced the Company
$87,075 for working capital purposes. The Company anticipates converting this
advance to a short-term note payable in the third quarter of fiscal 2001.

12.  SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS

Interest paid during the six months ended December 31, 2000 and 1999 was
$157,000 and $26,544, respectively. No federal or state income taxes have been
paid.

                                      13

<PAGE>   14

                             FINANCIAL STATEMENTS


IN THE OPINION OF THE MANAGEMENT OF V-TWIN HOLDINGS, INC. ("THE COMPANY"), THE
ACCOMPANYING UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS CONTAIN ALL
ADJUSTMENTS NECESSARY FOR A FAIR PRESENTATION OF THE COMPANY'S FINANCIAL
CONDITION AS OF DECEMBER 31, 2000 AND JUNE 30, 2000, AND THE RESULTS OF ITS
OPERATIONS AND CASH FLOWS FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 2000
AND 1999.

THE ACCOMPANYING UNAUDITED COMBINED FINANCIAL STATEMENTS HAVE BEEN PREPARED
PURSUANT TO THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION. CERTAIN INFORMATION AND NOTE DISCLOSURES NORMALLY INCLUDED IN
ANNUAL FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES HAVE BEEN CONDENSED OR OMITTED PURSUANT TO THOSE RULES
AND REGULATIONS, ALTHOUGH THE COMPANY'S MANAGEMENT BELIEVES THAT THE
DISCLOSURES AND INFORMATION PRESENTED ARE ADEQUATE AND NOT MISLEADING.
REFERENCE IS MADE TO THE DETAILED FINANCIAL STATEMENT DISCLOSURES WHICH SHOULD
BE READ IN CONJUNCTION WITH THIS REPORT AND ARE CONTAINED IN THE NOTES TO
COMBINED FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S FORM 10-KSB FILED
OCTOBER 13, 2000.


                                     F-1


<PAGE>   15


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains forward-looking statements (as defined in
Section 21E of the Securities Exchange Act of 1934, as amended), which reflect
management's current views with respect to certain future events and financial
performance. Actual future results and trends may differ materially depending
upon a variety of factors, including, among others, those discussed below as
well as those discussed in the Company's Form 10-KSB filed October 13, 2000
with the Commission. The following information should be read in conjunction
with the audited financial statements and notes in the Company's Form 10-KSB.

Organization

V-Twin Holdings, Inc., formerly V-Twin Acquisitions, Inc. (the "Company"), was
organized under the laws of the District of Columbia on July 10, 1998. (The
change of the Company name occurred by vote of the Board of Directors in
December 1999). On July 10, 1998, the Company completed a merger with
Commercial Indemnity Underwriters, Inc. ("CIU") with the Company as the
surviving entity. CIU, formerly known as American Solid Fuel, Inc. ("ASFI"),
was an inactive company until its merger with the Company. ASFI was formed in
August 1988, and successfully completed a public offering through an S-18
registration. CIU had no assets, liabilities, income or expenditures from
operations and accordingly, there was no historical carry-over basis.

The Company acquired the assets and certain liabilities of a motorcycle
dealership in Texas in September 2000 and five motorcycle dealerships from
Ultra Acquisition Company in January 2000. The Company formed CycleClick.com,
Inc. on March 24, 2000 to facilitate the creation of an e-commerce and
business to business website. CycleClick.com, Inc. is a wholly owned
subsidiary of V-Twin Holdings, Inc.

In March 1999, V-Twin Acquisitions Inc. of Virginia (the "Affiliate") was
formed to effectuate the purchase of the assets of Cycle Sport Unlimited,
Inc., a two-store motorcycle dealership in the metropolitan District of
Columbia area. The Affiliate is a privately held corporation, 100% owned by
two of the Company's officers and directors, and it is organized under the
laws of Virginia. The Affiliate has managed the two Cycle Sport stores since
May 1999.

For purposes of this document, the "Company" shall include the operations of
the public company and its Affiliate. The combined financial statements of the
Company include the accounts of its wholly owned subsidiaries and its
affiliate, V-Twin Acquisitions, Inc. of Virginia.

Business and Plan of Operation

The Company is primarily engaged in the management and operation of motorcycle
dealerships and the creation of an e-commerce and business-to-business
website, through its subsidiary CycleClick.com. The Company operates six
stores located in Virginia, Texas and California.

V-Twin's business-to-business, web-based marketplace integrates industry
'brick and mortar' with a web-based, e-procurement system. By driving
transactions into industry specific marketplaces, V-Twin can assure its
marketplaces have a significant advantage over virtual distributors. V-Twin
created transactions by organizing a large purchasing base and industry
know-how through the acquisition of motorcycle dealerships. CycleClick.com
leverages the "insider" advantage of

<PAGE>   16

V-Twin's growing network of superstores and franchises.

CycleClick.com has created a business-to-business web-based marketplace
serving the motorcycle and powersports industry. CycleClick.com's goal is to
return pricing power to the thousands of independent retailers, distributors
and manufacturers that have been economically compromised by the traditional
industry structure. It is anticipated that CycleClick.com will be an
attractive alternative to its target population with its unique combination of
competitive advantages: an easy-to-use web-based interface, a deep catalog of
SKUs, building word-of-mouth support, first mover and "industry insider"
status. The Company anticipates launching CycleClick.com's web-based
e-procurement system March 1, 2001.


Results of operations

Total revenue for the six months ending December 31, 2000 was $8.4 million as
compared to $2.4 million for the same period in 1999. Total revenue for the
quarter ending December 31, 2000 was $3.4 million and $930,000 for the same
period in 1999. The increase in revenue is primarily attributable to revenue
from the new stores purchased after January 2000. Gross profit as a percent of
total revenue for the six months decreased from 22% at December 31, 1999 to
16% at December 31, 2000. The decrease in gross profit as a percent of total
revenue is primarily due to the sale of motorcycles at lower margins during
the second quarter ended December 31, 2000.

The Company sells new and used motorcycles, all terrain vehicles and personal
watercrafts, related parts and accessories, and the service of these products.
Sales of new and used motorcycles comprised 76% and 90% of total revenue at
December 31, 2000 and 1999, respectively. Parts and accessories include items
such as sidecars, wearing apparel, helmets, saddlebags, custom exhausts,
seats, handlebars, light bars, sissy bars, and touring luggage.

The Company operates two stores under the name, Cycle Sport, located in
Virginia. The majority of the motorcycles sold at these stores have average
retail prices ranging from $8,000 to $12,000. At December 31, 2000, the
Company had four Bikers Dream stores, two in California and two in Texas. The
majority of motorcycles sold at the Bikers Dream stores are Ultra motorcycles.
These motorcycles have higher retail prices, ranging from the low to mid
$20,000.

The majority of the Bikers Dream stores' motorcycles were purchased from Ultra
Motorcycle Company. During the quarter ended December 31, 2000, however, the
Company finalized dealer agreements with other manufacturers to sell their
motorcycles in some of the Bikers Dream locations. Additional sources of
salable motorcycles available to these locations include consignment sales,
trade-in motorcycles taken at the time of sale on a new motorcycle, and
purchasing used inventory from auctions and private persons. The Company has
increased the purchasing and selling of used motorcycles to further decrease
its reliance upon any one particular manufacturer.

The Company experiences seasonal fluctuations in motorcycle sales at some of
its locations, as at least two of its locations are in climates where harsh
weather could hinder sales during colder months. Revenue for the quarter ended
December 31, 2000 reflects lower sales as compared to the quarter ended
September 30, 2000 due to this seasonality.

<PAGE>   17

Operating expenses include compensation and benefits, other labor costs, rent
and facility costs, advertising, accounting, consulting, legal and other
selling, general and administrative expenses. The Company's operating expense
increased from $748,000 to $2.7 million for the six months ended December 31,
2000. Operating expense as a percent of total revenue was 32% for the six
months as compared to 31% for the same period in 1999. For the quarter ended
December 31, 2000, the Company's operating expenses increased to $1.3 million
for the quarter from $373,000 for the same period in 1999. Operating expense
as a percent of total revenue was 39% for the quarter as compared to 40% for
the same period in 1999. The higher dollar amount of expenses is primarily due
to additional expenses associated with the new stores purchased after January
2000. During the quarter ended December 31, 2000, the Company also incurred
costs associated with establishing CycleClick.com's business-to-business
operations, including compensation and benefits, facility costs, travel and
advertising costs. In addition, during the quarter ended September 30, 2000,
the Company increased advertising and promotion expenses at several of its
stores.

In November 2000, the Company added three new executives to improve the
stores' performance and bring them to profitability. To reduce expenses, the
Company reduced its staff through layoffs and attrition by 20 employees at
various stores in December 2000. The annualized effect of this employee
reduction is approximately $585,000. The Company anticipates hiring additional
employees near the end of the third quarter, as needed, as the busy season
begins. In addition, management reviewed store operating costs and reduced
other operating costs as necessary, including advertising, and continues to do
so on an ongoing basis. Some of the effect of these cost reductions may be
offset by the costs associated with the CycleClick.com subsidiary. The Company
anticipates that CycleClick.com will begin earning revenue in the fourth
quarter.

The Company had a net loss of $1,472,872 or ($0.36) per share for the period
ending December 31, 2000 and a net loss of $247,878 or ($0.07) per share for
the same period in 1999. For the quarter ending December 31, 2000 and 1999,
the Company had a net loss of $940,912 or ($0.23) per share and $155,986 or
($0.05) per share, respectively. The increase in the loss is primarily due to
the lower gross margin percentage as well as higher overall operating costs
and interest expense for the three and six months ended December 31, 2000.

The Company has also reached dealer agreements with several other motorcycle
manufacturers. Management believes that these manufacturers will provide
motorcycles with price points both above and below the current Ultra
motorcycles existent on the showroom floors. Additional new sources of salable
motorcycles include purchasing used inventory from auctions and private
persons. The Company anticipates increasing the purchasing and selling of used
motorcycles to further decrease its reliance upon any one particular
manufacturer.

Liquidity

The Company anticipates meeting its working capital needs through operations
and the private placement of securities to accredited investors. During the
six months ended December 31, 2000, the Company raised $1,079,000 through the
sale of preferred stock and common stock. The Company anticipates raising
additional funds, if necessary, to fund its e-commerce enterprise, and as
needed, for operations.

At December 31, 2000, the Company had $1.1 million of working capital. The
total assets of the Company at December 31, 2000 were $7.0 million and at June
30, 2000

<PAGE>   18

were $6.4 million. The Company has invested in additional inventory, including
new and used motorcycles and purchased land and a building as part of the
acquisition of a dealership in September 2000. The Company's liabilities
increased to $6.6 million at December 31, 2000 from $5.6 million at June 30,
2000. The Company's debt increased due to the Company's ability to finance
additional motorcycle purchases and the assumption of debt from the September
2000 acquisition. Total capital was $441,438 at December 31, 2000, and at June
30, 2000 was $795,160.

The Company finances its motorcycle inventory for all stores through floorplan
financing arrangements that are secured by the underlying motorcycle inventory
and the assets of the Company. At December 31, 2000, floorplan financing
totaled $2.5 million, and is classified as short-term debt. The Company has
floorplan financing arrangements with several financing companies. Investments
held by the Company have been pledged as additional security to the finance
companies along with personal guarantees of two officers and directors of the
Company. Finance terms range from prime to prime plus five depending upon the
number of days outstanding from the inception date of the financing.
Typically, the finance companies provide a 60 to 90 day grace period before
interest is charged or accrued.

The Company's operations to date have consumed substantial amounts of cash.
The Company incurred an operating loss of $1,472,872 for the six months ending
December 31, 2000 and $1,276,077 for the fiscal year ended June 30, 2000. The
continuing operation of the Company's business may require the availability of
additional funds. The Company's ability to obtain cash adequate to fund its
needs depends generally on the results of its operations and the availability
of investments or financing. Without continued increases in revenue or
obtaining additional financing or investment, the Company may not be able to
raise additional funds on favorable terms, if at all, or may not be able to do
so on a timely basis. Failure to obtain additional funds when needed could
materially adversely affect the Company.

Management continues to negotiate with several vendors so that CycleClick.com
can purchase products direct from the manufacturers and distributors at
reduced wholesale prices, as a result of the Company's aggregated purchasing
power.

OTHER - RISKS

Potential Inability To Finance Future Capital Needs; Operating Loss

The continuing operation of the Company's business will require the
availability of additional funds. The Company's ability to obtain cash
adequate to fund its needs depends generally on the results of its operations
and the availability of financing or investments. Without continued increases
in revenue or obtaining additional financing or investment, the Company may
not be able to raise additional funds on favorable terms, if at all, or may
not be able to do so on a timely basis. Failure to obtain additional funds
when needed could materially adversely affect the Company.

Future Capital Needs; Debt Service Requirements; Possible Dilution Through
Issuance Of Stock

The Company's future capital requirements will depend upon the size, timing,
and structure of future acquisitions and its working capital and general
corporate needs. To the extent that future acquisitions are wholly or
partially financed

<PAGE>   19


through common stock or securities convertible into or exercisable into common
stock, the voting power of existing stockholders will be diluted and earnings
per share could be reduced. The extent to which the Company will be able or
willing to use common stock for acquisitions will depend on the market value
of its common stock from time to time. It will also depend on the willingness
of potential sellers of dealerships to accept common stock as full or partial
consideration. The Company's growth could be materially limited if the Company
is unable to use its common stock as consideration in acquisitions, to
generate cash from operations, or to obtain additional debt or equity
financing.

Any borrowings made to finance future acquisitions or for operations could
make the Company more vulnerable to a downturn in its operating results, a
downturn in economic conditions, or increases in interest rates on borrowings
that are subject to interest rate fluctuations. If the Company's cash flow
from operations is insufficient to meet its debt service requirements, the
Company could be required to sell additional equity securities, refinance its
obligations, or dispose of assets in order to meet its debt service
requirements.

There can be no assurance that financing or investments will be available if
and when needed or will be available on terms acceptable to the Company or
future affiliates and/or subsidiaries. The failure to obtain sufficient
financing on favorable terms and conditions could have a material adverse
effect on the Company's growth prospects and its business, financial
condition, and results of operations.

Risks Associated With Acquisitions

The Company's recent acquisitions involve, and any future acquisitions will
involve, a number of risks commonly encountered in such transactions,
including: difficulties associated with assimilating the personnel and
operations of an acquired business; the Company's potential inability to
achieve expected financial results or strategic goals for the acquired stores
or business; the potential disruption of the Company's ongoing business; the
diversion of significant management and other Company resources; adverse
short-term effects on the Company's operating results; increased dependence on
the retention, hiring and training of key personnel; and risks associated with
unanticipated problems or legal liabilities. Some or all of these risks could
have a material and adverse effect on the Company's business, operating
results and financial condition.



                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

In May 2000, the Company was sued by V-Twin Manufacturing Corp. for trademark
infringement and related claims in the United States District Court for the
District of New Jersey regarding its use of the term "V-Twin". V-Twin
Manufacturing claims that the Company's use of the term V-Twin by itself (it
does not complain about the use of the term as part of its name "V-Twin
Holdings") somehow violates trademark rights it has in that term. In September
2000, the Company filed a Motion to Dismiss the Action and a Motion for
Sanctions on the ground that the Plaintiff previously admitted that the term
V-Twin was generic

<PAGE>   20

and therefore is not entitled to trademark protection. The court ruled in
favor of the Company regarding the Motion to Dismiss. The Plaintiff is
expected to appeal. The Company does not expect any material effects upon its
business as a result of this litigation.

ITEM 2.  CHANGES IN SECURITIES

The Company believes that the transactions described below in which securities
were sold were exempt from registration under the Securities Act of 1933 by
virtue of Section 4(2), Regulation D Section 504, and Rule 145 (a)(2) thereof
as transactions not involving any public offerings. In each transaction, the
number of investors was limited, the investors were provided with information
about the Company and/or given access to such information, and restrictions
were placed on resales of the securities.

<TABLE>
<CAPTION>
DATE              TITLE        AMOUNT   CONSIDERATION           PURCHASER
                               SHARES
<S>         <C>              <C>         <C>            <C>
12/00        Preferred Stock   23,000     $ 135,000     (1) Private investors
12/00        Common Stock      55,000     $ 149,857     (1) Private investors
12/00        Common Stock     100,000     $ 166,882     (2) Private investors
</TABLE>

(1) Effective December 31, 2000, the Company issued 23,000 preferred shares
    and 55,000 common shares to private investors.

(2) Effective December 31, 2000, the Company issued 100,000 shares of common
    stock upon the exercise of warrants at $1.67 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5. OTHER INFORMATION

Not applicable.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  The exhibits filed herewith or incorporated by reference are set forth on
     the Exhibit Index immediately preceding the exhibits.

(B)  No reports on Form 8-K were filed during the quarter for which this
     report is filed.

                                  SIGNATURE

<PAGE>   21


     In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

February 26, 2001

V-Twin Holdings, Inc.


/s/ Gary S. Davidson, Chief Financial Officer
---------------------------------------------
Gary S. Davidson, Chief Financial Officer



/s/ Roger Cheek, Chief Executive Officer
----------------------------------------
Roger Cheek, Chief Executive Officer



/s/ Rich Paone, President
-------------------------
Rich Paone, President