<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 March 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
  ---                     ---

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: 4,062,833 common shares as of March
31, 2000.

<PAGE>   2

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

Financial Statements                                F-1

Balance Sheets as of March 31, 2000
 and June 30, 1999                                  F-2

Statements of Operations for the
 Three Months Ended March 31, 2000 and 1999         F-3

Statements of Operations for the
 Nine Months Ended March 31, 2000 and 1999          F-4

Statements of Stockholders' Equity                  F-5

Statements of Cash Flows
 (for nine months ended March 31, 2000 and 1999)    F-6

Notes To Financial Statements                       F-7 through F-11

                                       2

<PAGE>   3

                              FINANCIAL STATEMENTS

In the opinon of the management of V-Twin Holdings, Inc. (the Company), the
accompanying unaudited Interim combined financial statements contain all
adjustments neccessary of a fair presentation of the Company's financial
condition as of March 31, 2000 and June 30, 1999, and the resulets of its
operations and cash flows for the three month and nine month periods ended March
31, 2000 and March 31, 1999.

The accompanying unaudited combined financial statements have been prepared
pursuant to the rules and regulations fo the Secuirties 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 December 2, 1999.

                                       F-1

<PAGE>   4

              V-TWIN ACQUISITIONS, INC. AND SUBSIDIARIES/AFFILIATE

                             COMBINED BALANCE SHEETS
                        MARCH 31, 2000 AND JUNE 30, 1999

                                  (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>

                                               March 31, 2000               June 30, 1999
                                               --------------               -------------
<S>                                           <C>                           <C>
Current Assets:

 Cash and cash equilvalents                    $      551,369                $    220,460
 Investments                                          157,580                     125,000
 Accounts receivable, net of allowance for
   doubtful accounts of $53,158 @
   June 30, 1999                                      460,847                      61,068
 Inventory, net                                     3,289,422                   1,080,733
 Other current assets                                 103,395                      33,513
                                               ----------------             ---------------
     Total current assets                           4,562,613                   1,520,744

Property and equipment, net                           277,486                      10,966
Goodwill                                              638,084                          --
                                              ----------------             ---------------
   TOTAL ASSETS                                $    5,478,183                   1,531,740
                                              ================             ===============

</TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                    March 31, 2000    June 30, 1999
                                                    --------------    -------------
<S>                                                <C>               <C>
Current liabilities:

 Short-term debt                                    $    2,807,494   $     927,100
  Lease commitments                                         40,864              --
 Accounts payable                                          196,590         127,549
 Accrued expenses                                          109,038          67,823
 Customer deposits                                          52,839          50,781
                                                    ---------------  --------------
   Total current liabilities                             3,206,825       1,173,253
                                                    ===============  ==============

Note Payable                                             1,000,000              --

Commitments and contingencies                                   --              --

Stockholders' equity:

 Common Stock                                                4,062           3,600
 Additional paid-in capital                              1,914,038         568,000
 Accumulated deficit                                      (646,742)       (213,113)
                                                    ---------------  --------------
  Total stockholders' equity                             1,271,358         358,487
                                                    ---------------  --------------
     Total liabilities and stockholders' equity     $    5,478,183   $   1,531,740
                                                    ===============  ==============
</TABLE>

             See Accompanying Notes To Combined Financial Statements

                                       F-2

<PAGE>   5

              V-TWIN ACQUISITIONS, INC. AND SUBSIDIARIES/AFFILIATE

                        COMBINED STATEMENTS OF OPERATIONS

          FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999

                                   (Unaudited)

<TABLE>
<CAPTION>

                                  March 31, 2000      March 31, 1999
                                -----------------   -----------------
<S>                             <C>                 <C>
Revenues:

 Sales Income                    $      2,993,485   $             --
 Service Income                           238,283                 --
                                  ---------------    ---------------
   Total revenues                       3,231,768                 --

 Cost of goods sold                     2,492,069                 --
                                  ---------------    ---------------
   Gross margin                           739,699                 --

Operation expenses                        957,175              5,000

   Operating Loss                        (217,476)            (5,000)
                                  ---------------    ---------------
Other income and expense:

 Other income                              50,102                 --
 Interest expense, net                    (18,377)                --
                                  ----------------   ---------------

Net loss                         $       (185,751)  $         (5,000)
                                  ================   ===============

Net loss per common share:

 Basic and diluted               $          (0.05)  $           0.00

Weighted average number
 of outstanding common shares           3,856,000          3,200,000

</TABLE>

             See accompanying notes to combined financial statements

                                       F-3

<PAGE>   6

              V-TWIN ACQUISITIONS, INC. AND SUBSIDIARIES/AFFILIATE

                        COMBINED STATEMENTS OF OPERATIONS

           FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999

                                   (Unaudited)

<TABLE>
<CAPTION>

                                     March 31, 2000      March 31, 1999
                                   -----------------    -----------------
<S>                              <C>                  <C>
Revenues:

 Sales income                     $       5,244,909   $               --
 Service income                             422,933                   --
                                   ----------------     ----------------
   Total revenues                         5,667,842                   --

Cost of goods sold                        4,202,851                   --
                                   -----------------    -----------------

   Gross margin                           1,464,991                   --

Operating expenses                        1,903,801               29,148

   Operating loss                          (438,810)             (29,148)
                                   -----------------    -----------------

Other income and expense:

  Other income                               50,102                   --
  Interest expense, net                     (44,921)                  --
                                   -----------------    -----------------

Net loss                          $        (433,629)   $         (29,148)
                                   =================    =================

Net loss per common share:

 Basic and diluted                $           (0.11)   $           (0.01)

Weighted average number
 of outstanding common shares             3,735,000            3,066,000

</TABLE>

             See accompanying notes to combined financial statements

                                       F-4

<PAGE>   7

              V-TWIN ACQUISITIONS, INC. AND SUBSIDIARIES/AFFILIATE

                   COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY

          AT JUNE 30, 1999 AND FOR THE NINE MONTHS ENDED MARCH 31, 2000

                                   (Unaudited)

<TABLE>
<CAPTION>

                                   Common Stock             Add. Paid        Accumulated       Total Stockholders'
                                   ------------             ---------        -----------       ------------------
                                   Shares       Amount      in Capital       Deficit                Equity
                                   ------       ------      ----------       -------                ------

<S>                               <C>          <C>         <C>              <C>               <C>
Balance June 30, 1999               3,600,100   $ 3,600     $ 568,000        $ (213,113)            $ 358,487


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

Issuance of common
stock at an average
price of $2.23                        379,400   $   379    $  846,121           --                 $  846,500

Issuance of common
stock in connection
with the acquisition
of Biker's Dream stores                83,333        83       499,917           --                    500,000

Net loss for the
nine months ended
March 31, 2000                         --            --           --         $ (433,629)           $ (433,629)


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

Balance March 31, 2000              4,062,833   $ 4,062    $1,914,038        $ (646,742)           $1,271,358

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


</TABLE>

             See accompanying notes to combined financial statements

                                       F-5

<PAGE>   8

                     V-TWIN ACQUISITIONS, INC. AND AFFILIATE

                        COMBINED STATEMENTS OF CASH FLOWS

           FOR THE NINE MONTHS ENDED MARCH 31, 2000 AND MARCH 31, 1999

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  March 31, 2000    March 31, 1999
                                                  --------------    --------------
<S>                                               <C>              <C>
Cash flows from operating activities:

 Net loss                                          $   (433,629)    $   (29,148)
 Adjustments to reconcile net loss to
   net cash used in operation activities                                     --
 Depreciation and amortization                           22,357              --
Changes in operating assets and liabilities:

Decrease(Increase) in:

 Accounts receivable                                   (399,780)             --
 Inventory                                             (234,430)             --
 Other current assets                                   (36,425)             --
 Accounts payable                                        69,041              --
 Accrued expenses                                        41,215              --
 Customer deposits                                        2,058              --
                                                    -----------      -----------
  Net cash used in operating activities                (969,593)        (29,148)
                                                    -----------      -----------

Cash flows from investing activities:

 Additions to property and equipment                    (96,429)             --
 Deposit on purchase of fixed assets                         --         (50,000)
 Increase in investments                                (32,580)             --
                                                    -----------      -----------
   Net cash used in investing activities               (129,009)        (50,000)
                                                    -----------      -----------

Cash flows from financing activities:

 Net increase in short-term debt                        583,011              --
 Proceeds from sale of common stock                     846,500              --
 Proceeds from additional paid in
  capital                                                    --          50,000
                                                    -----------      -----------
  Net cash provided by financing
   activities                                         1,429,511          50,000
                                                    -----------      -----------

Net increase (decrease) in cash                         330,909          (5,000)

Cash at beginning of period                             220,460          26,000
                                                    -----------      -----------

Cash at end of period                              $    551,369     $    21,000
                                                    ===========      ===========

</TABLE>

             See accompanying notes to combined financial statements

                                       F-6

<PAGE>   9

                     V-TWIN ACQUISITIONS, INC. AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

                                   (Unaudited)

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 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 change of the Company name occurred by vote of the Board
of Directors and the Company anticipates the shareholders will approve this name
change at the next annual meeting of shareholders. The Company acquired the
assets and certain liabilities of five motorcycle dealerships from Ultra
Acquisition Company on January 31, 2000. The dealerships are located in Texas,
California and North Carolina. (See Note 3.)

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

The Company and the Virginia entity's financial statements are combined pursuant
to a Trust Agreement, incorporated by reference in the previously filed Form
10-KSB filed December 2, 1999, and certain accounting rules regarding
combination, while both entities remain separate legal entities.

2.  Summary of Significant Accounting Policies

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

Accounting 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 uncollectable accounts are
charged against the allowance.

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

Concentrations of Credit Risk - Financial instruments that potentially subject
the Company to a concentration of credit risk consist principally of temporary
cash investments and accounts receivable. The Company has cash investment
policies that restrict placement of these investments to financial institutions
that are evaluated as highly creditworthy. The carrying amount of accounts
receivable approximate their net realizable value.

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>
<CAPTION>

                       <S>                                                                      <C>
                        Computer equipment...................................................... 5 years
                        Machinery and equipment................................................. 7 years

</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

                                       F-7

<PAGE>   10

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 in the Bikers Dream transaction is
amortized on a straight line basis over a period of 20 years. Goodwill
amortization totaled $5,000 in the quarter ending March 31, 2000.

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.

Dividend Policy - The Company has not paid any dividends since its inception.
Management does not anticipate declaring dividends in the foreseeable future.

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 include the dilutive effect of stock options, warrants and
contingent shares.

New Accounting Standards - In April 1998, the Accounting Standards Executive
Committee (AcSEC) issued Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-Up Activities." This SOP is effective for fiscal year 2000 and
requires that start-up costs and organizational costs be expensed as incurred
and that such costs capitalized previously be expensed as a cumulative effect of
change in accounting principle. The Company does not believe that SOP 98-5 will
have a material impact on its financial position or results of operations when
such statement is adopted.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities" for fiscal years
beginning after June 15, 1999. SFAS No. 133 requires the recognition of all
derivatives in the consolidated and combined balance sheet as either assets or
liabilities measured at fair value. The Company will adopt SFAS No. 133
effective for the 2000 calendar year end. Additionally, the Company does not
expect the adoption of SFAS No. 133 to have a material impact on its financial
position or results of operations since it does not engage in hedging activities
or hold derivatives.

3.     Acquisitions

In January 2000, the Company purchased from Ultra Acquisition Company the assets
and assumed certain liabilities of five retail motorcycle dealerships located in
Texas, California and North Carolina. At closing the consideration paid to Ultra
was 83,333 shares of common stock valued at $500,000 and the issuance of a note
payable for $1,000,000. The note matures in five years, carries 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 Accounting Principles Board Opinion No. 16, "Business
Combinations," ("APB Opinion 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
$643,000 was recorded. Such goodwill is being amortized on a straight-line basis
over 20 years.

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

<TABLE>
<CAPTION>

           <S>                                                           <C>
            Issuance of note payable                                      $1,000,000
            Fair value of common stock issued                                500,000
                                                                          ----------
                                                                          $1,500,000

</TABLE>

The purchase price is allocated as follows:

<TABLE>
<CAPTION>

         <S>                                                             <C>
          Inventory                                                       $1,974,000
          Other current assets                                                33,000
          Property and equipment                                             187,000
          Goodwill                                                           643,000
          Liabilities assumed                                             (1,337,000)
                                                                          -----------
                                                                          $1,500,000

</TABLE>

                                       F-8
<PAGE>   11

APB Opinion 16 requires, for purchase business combinations, the presentation of
pro-forma combined results of operations for the current year and comparable
prior-year period as if the transaction had occurred at the beginning of the
period. The following unaudited pro-forma results of operations are not
necessarily indicative of actual future results of operations. Because the
Company was a start-up in the prior year and meaningful comparative financial
statements are not available, the pro-forma results are presented for the
current year only.

<TABLE>
<CAPTION>

                                                                 Nine months ended
                                                                 March 31, 2000

                                                                 -----------------

<S>                                                        <C>

Revenue                                                     $             12,840,000
Gross Margin                                                $              3,600,000
Net income (loss) before
 Provision for income taxes                                 $                 96,000
Net income (loss)                                           $                 96,000
Net income (loss) per common and
Common equivalent share                                     $                    .03

</TABLE>

In April 1999, the Affiliate purchased the ongoing operations plus certain
assets and liabilities of a retail motorcycle dealership located in Herndon, Va.
The acquisition was accounted for as a purchase, and accordingly, the operating
results of the acquired company have been included in the accompanying combined
financial statements since the date of acquisition. The aggregate purchase price
was approximately $300,000 and has been allocated to the assets and liabilities
acquired based upon their respective fair market values. No good will was
recognized in connection with this transaction.

4.  Investments

Investments consist of five certificates of deposit which serve as security for
five letters of credit required to obtain inventory floorplan financing. These
investments bear interest at 4.05% with one year terms and are expected to be
held to maturity. The carrying amounts reported in the combined balance sheet
for these financial instruments are at cost, which approximates fair market
value.

5.  Inventory

Inventory consists of the following:

<TABLE>
<CAPTION>

                                                                      Mar. 31, 2000                          June 30, 1999
                                                                 ----------------------                ------------------------
       <S>                                                  <C>                                     <C>

        Motorcycles and other vehicles ..............        $                2,516,623              $                  858,630
        Parts and accessories ..........................                        772,807                                 222,103
                                                                 ----------------------                ------------------------
                                                             $                3,289,430              $                1,080,733
                                                                 ======================                ========================
</TABLE>

6.   Property and Equipment

Property and equipment consists of the following:

<TABLE>
<CAPTION>

                                                                      Mar. 31, 2000                     June 30, 1999
                                                                 ----------------------          -------------------------
       <S>                                                  <C>                               <C>

        Computer equipment ..............................    $                   79,830        $                     6,662
        Machinery and equipment ........................                        155,589                              4,657
        Leasehold improvements                                                   59,416                                 --
                                                                 ----------------------          -------------------------
                                                                                294,835                             11,319
        Less: accumulated depreciation ...............                          (17,348)                              (353)
                                                                 ----------------------          -------------------------
                                                             $                  277,487        $                    10,966
        ===================================================================================================================


</TABLE>

Depreciation expense for property and equipment was $16,995 for the nine months
ended March 31, 2000 and was $ 353 for the period from inception (July 10, 1998)
to June 30, 1999.

                                       F-9

<PAGE>   12

7.  Debt

In January 2000, in connection with the purchase of the motorcycle dealerships
from Ultra, the Company entered into a five year note payable. The note accrues
interest at 5% and is secured by the assets of the Bikers Dream stores. The note
is payable in sixteen installments of $62,500 of principle plus interest
beginning in May 2001.

The Company plans to finance its motorcycle inventories for the Biker Dream
stores through floorplan financing arrangements that are secured by underlying
motorcycle inventory and the assets of its subsidiaries. The Company does have a
current floor plan financing arrangement for its current inventory, but is
exploring other floor plan financing arrangements for additional inventory. The
Company has, from time to time, received short term repayment terms from
specific manufacturers and has received motorcycles on these terms

The Affiliate finances its motorcycle inventory through floor plan financing
arrangements that are secured by the underlying motorcycle inventory and the
assets of the Affiliate. Investments held by the Affiliate have been pledged as
additional security to the finance companies along with personal guarantees of
two officers and directors of the Affiliate. 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 or 90 day
grace period before interest is charged or accrued.

8.  Commitments and Contingencies

Lease Commitments

The Company has lease commitments for the five retail locations purchased in
January 2000 as a result of the assumption of the lease commitments in place
when it acquired the five locations. These commitments range from one month to
two and a half years. In addition, the monthly rental ranges from $2,200 to
$13,881.

The Affiliate entered into a ten -year lease agreement beginning May 1, 1999,
for office and retail space in Herndon, VA at an initial monthly rate of $8,850,
which increased to $9,895.00 on May 1, 2000. In November 1999, the Affiliate
also placed a security deposit of $7,850 to move its Springfield location. This
new location is currently under zoning approval and refurbishment by its
landlord. The Affiliate anticipates operating in this location by August 2000.
The lease for the current Springfield location is month to month.

Rent expense for the three months ended March 31, 2000 was $ 116,908 and for the
period from inception (July 10, 1998) to June 30, 1999 was $28,729.

9.  Stockholders' Equity

Stockholders' equity is comprised of the following:

<TABLE>
<CAPTION>

                                                                                                             3-31-00

                                                                                                       -----------------
       <S>                                                                                    <C>
     Common stock
        Company - .001 par; 25,000,000 shares authorized; 3,700,000
         shares issued and outstanding .........................................              $                   4,062
        Affiliate - .001 par - 100 shares, authorized, issued and
         outstanding ................................................................                                --
                                                                                                       -----------------
               Total common stock ...............................................             $                   4,062
                                                                                                       =================

     Additional paid in capital

         Company ......................................................................                       1,913,938
         Affiliate .........................................................................                        100
                                                                                                       -----------------
                   Total additional paid in capital ...................................       $               1,914,038
                                                                                                       =================

     Accumulated deficit

          Company ......................................................................                       (300,945)
          Affiliate .........................................................................                  (345,797)
                                                                                                       -----------------
                    Total accumulated deficit ........................................        $                (646,742)
                                                                                                       =================
</TABLE>

<TABLE>
<CAPTION>

                                                                                                         6-30-99

                                                                                                   -----------------
       <S>                                                                                   <C>
    Common stock
         Company - .001 par; 25,000,000 shares authorized; 3,700,000
         shares issued and outstanding .........................................             $                 3,600
        Affiliate - .001 par - 100 shares, authorized, issued and
         outstanding ................................................................                             --
                                                                                                   -----------------
               Total common stock ...............................................            $                 3,600
                                                                                                   =================

     Additional paid in capital

         Company ......................................................................                      567,900
         Affiliate .........................................................................                     100
                                                                                                   -----------------
                   Total additional paid in capital ...................................      $               568,000
                                                                                                   =================

     Accumulated deficit

          Company ......................................................................                     (29,980)
          Affiliate .........................................................................               (183,133)
                                                                                                   -----------------
                   Total accumulated deficit ........................................        $              (213,113)
                                                                                                   =================
</TABLE>

                                      F-10

<PAGE>   13

Common Stock - In July 1998, the Company merged with Commercial Indemnity
Underwriters, Inc. (CIU). In connection with this merger, all outstanding shares
of CIU were exchanged for 808,727 Class A shares and 191,273 Class B shares. In
August 1998, the Company's shareholders approved a one for three (1:3) forward
stock split and the abolishment of the existing two classes of common stock
resulting in a singular unitary class of common stock. At September 30, 1999,
the Company had 25,000,000 common shares authorized and 3,700,000 common shares
issued and outstanding at a par value of $ .001 per share.

During the nine months ended March 31, 2000 the Company issued an additional
279,000 shares of common stock to various investors at an average price of $2.44
per share. The proceeds of such issuances totaled $679,500. In August 1999,
100,000 warrants were exercised for $167,000 in cash, resulting in the issuance
of 100,000 restricted common shares of the Company.

In January 2000 the Company issued 83,333 shares of common stock, valued at $6
per share, in connection with the purchase of motorcycle dealerships from Ultra.

Warrants - Effective March 31, 2000, the Company issued warrants to purchase
70,000 restricted common shares at an exercise price of $3.50 per share. The
warrants are exercisable for a period of 60 months. Effective March 31, 2000,
the Company issued warrants to purchase 200,000 restricted common shares at an
exercise price of $9.50 per share. The warrants are exercisable for a one year
period.

In March 1999, the Company issued 600,000 shares of restricted common stock and
warrants to purchase 600,000 additional shares of restricted common stock. The
warrants are exercisable at $1.67 per share for a period of 54 months in
consideration for $400,000 in cash received. In August 1999, 100,000 of these
warrants were exercised for $167,000 in cash.

Additional Paid in Capital - During the period ended June 30, 1999, the Company
received cash consideration of $170,500 as additional paid-in-capital from
certain officers and directors of the Company.

10.  Earnings Per Share

See Exhibit 11.

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.

In April 1999 the Company loaned the Affiliate $400,000 for purchase of certain
assets and liabilities of a motorcycle dealership and to provide working
capital. The loan evidenced via a promissory note is unsecured and is due and
payable in five years. Interest accrues at an annual rate of 10%. In August
1999, the Company loaned the Affiliate $167,000 for purchase of certain assets
and liabilities of a motorcycle dealership and to provide working capital. The
loan evidenced via a promissory note is unsecured and is due and payable in five
years. Interest accrues at an annual rate of 10%.

12.  Supplemental Information to Statements of Cash Flows

Interest paid during the nine-month period ended March 31, 2000 was $72,507, and
from inception (July 10, 1998) to June 30, 1999 was $14,641. No federal or state
income taxes have been paid.

13.  Subsequent events

In May 2000, the Affiliate entered into a secured note agreement with its two
owners, whereby it assigned the new note to the Company in payment of the
Affiliate's two outstanding notes with the Company. The new note is secured by
the owners' stock in the Affiliate and is due and payable in ten years. Interest
accrues at an annual rate of 10%.

                                       F-11

<PAGE>   14

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

The following information should be read in conjunction with the audited
financial statements and notes appearing elsewhere in this Form 10-QSB, as well
as those relating to the Form 10-KSB filed on December 2, 1999. The Company had
expenses prior to May 1999 with regards to its business development and
additional costs related to its requirements as a public company.

The Company is primarily engaged in the acquisition and management of motorcycle
dealerships and related businesses. Prior to January 31, 2000, the Company's
actions have been to complete its initial capitalization and the necessary SEC
filings to achieve public status and to identify various motorcycle dealerships
for acquisition. On January 31, 2000 the Company purchased certain assets and
assumed certain liabilities of five motorcycle dealerships. (See Note 3 to the
Combined Financial Statements). The Company continues to identify and review
other potential acquisitions. The Virginia entity sells motorcycles and related
service, parts and accessories. The Virginia entity initiated operations on May
1, 1999.

The Company and the Virginia entity's financial statements are combined pursuant
to a Trust Agreement, incorporated by reference in the previously filed Form
10-KSB filed December 2, 1999, and certain accounting rules regarding
combination, while both entities remain separate legal entities.

For purposes of this section, "Company" shall include both the public company
and the Virginia entity.

The total assets of the Company at June 30, 1999 were $1,531,740, and at March
31, 2000 were $5,478,183. The increase in the assets is due to the acquisition
of the assets of the five Bikers Dream locations undertaken by the Company in
January 2000 (hereinafter the "Bikers Dream transaction"). The new 2000 model
year motorcycle, ATV and personal watercraft units taken into inventory by the
Company during the period to provide additional inventory for the Company's
traditional busy season for certain stores (March through June) also increased
assets. In addition, in January 2000, the Company placed a $25,000 letter of
credit to secure an increase in a floor plan line to support one of its
motorcycle lines.

The Company's liabilities increased from $1,173,253 at June 30, 1999 to
$4,206,825 at March 31, 2000. This increase is primarily due to the Bikers Dream
transaction in which the Company entered into a $1,000,000 note payable and
assumed approximately $1,300,000 in short-term debt associated with the
purchased inventory. The remaining increase in the short-term debt is related to
the Company's increase in inventory, discussed above.

Total capital in consolidation was $358,487 at June 30, 1999, and at March 31,
2000 was $1,271,358. During the nine months ended March 31, 2000, the Company
issued 379,400 common shares for an aggregate price of $846,600. In addition,
the Company issued 83,333 shares of common stock as part of the purchase price
in the Bikers Dream transaction.

Total revenues for the three month period ending March 31, 2000 were $3,231,768
and for the three month period in 1999 total revenues were $ -0-. Gross profit
for the three month period ending March 31, 2000 was $739,699 and for March 31,

                                       3

<PAGE>   15

1999 was $ -0-. The Company had a net loss for the three month period ended
March 31, 2000 of ($185,751) or ($0.05) per share and the net loss for the same
period in 1999 was ($5,000), or ($0.00) per share. The results of operations for
the quarter ending March 31, 2000 reflect two months of activity of the five
dealerships purchased in the Bikers Dream transaction.

Total revenues for the nine month period ending March 31, 2000 were $5,667,842
and were $ -0- for the same period in 1999, and gross profit for the nine month
period ending March 31, 2000 was $1,464,991, and for the same period in 1999 was
$ -0-. The Company had a net loss for the nine month period ended March 31, 2000
of ($433,629) or ($0.11) per share and the net loss for the same period in 1999
was ($29,148) or ($0.01) per share.

The increase in revenues and gross profits for the three and nine month periods
are attributed to the Bikers Dream transaction completed by the Company and
favorable weather conditions experienced by the Company in March 2000.

The Company's net loss for the three and nine months ending March 31, 2000 is
primarily attributable to certain corporate costs associated with the Bikers
Dream transaction, including accounting fees, legal expenses, and travel, as
well as other corporate and public company expenses. The combined net loss from
operations for its stores for the quarter and nine months ending March 31, 2000
accounts for approximately half of the Company's net loss for both periods.

The Company anticipates revenues to increase in the fourth quarter due to the
seasonality of its locations in Virginia and North Carolina, as well as the
restocking of new models of motorcycles at some of the Bikers Dream locations.
As of the date of this filing, the Company has reached dealer agreements with
American Ironhorse, Carefree Custom Cycles, Panzer Motorcycle Works, USA, Inc.,
Big Dog Motorcycles, LLC, and Confederate Motorcycles, Inc. Management believes
that these manufacturers will provide motorcycles with price points both above
and below the current Ultra motorcycles existant on the showroom floors. This
will help attract new customers to the retail locations.

Plan of Operation

The Company expects to have sufficient funds resulting from continuing
operations to satisfy its cash requirements for the next 12 months, in view of
positive sales trends found in March and April, 2000 in several of its retail
locations. The Company anticipates raising additional funds only to acquire
additional dealerships and to fund its e-commerce enterprise.

On January 31, 2000, the Company purchased the assets and assumed certain
liabilities for five (5) retail locations (the "Bikers Dream transaction" or the
"Bikers Dream stores") from Ultra Motorcycle Co. At closing, the consideration
paid to Ultra included the issuance of 83,333 restricted common shares and a
five year promissory note for $1,000,000. The $1,000,000 note bears interest at
5% and is secured by the assets of the Bikers Dream stores. The note is payable
commencing May 1, 2001 in sixteen (16) consecutive quarterly installments.

The assets that the Company purchased are new and used motorcycles, motorcycle
parts and accessories, service department equipment, office and other equipment
and deposits. The Company also assumed approximately $1,300,000 in debt. In
addition to the assets purchased, the Company also received the licensing rights

                                       4

<PAGE>   16

to the trade name "Bikers Dream", and the Bikers Dream on-line superstore
(www.bikers-dream.com). The company recognized $643,000 in goodwill related to
this transaction. (See Note 3 to the Combined Financial Statements.)

Effective May 1, 1999 the Virginia entity purchased the assets of a two store
motorcycle dealership in the Washington, DC metropolitan area named Cycle Sport
Unlimited, Inc. More information regarding that acquisition is incorporated by
reference herein in the Form 10-KSB filing completed on December 2, 1999, at
pages 5 and 6, and the Form 10-QSB filing completed on December 10, 1999 at page
4.

The Company's goal of purchasing the assets and ongoing business of motorcycle
dealerships across the country and developing an integrated, national marketing
effort that leverages retail sales, direct marketing and the Internet has been
considerably furthered during the period ending March 31, 2000. As indicated
above, the Company purchased the assets and certain liabilities of five Bikers
Dream retail locations from Ultra Motorcycle Co. Additionally, the Company
signed an agreement with PurchasePro.com, LLC to create an e-commerce and
business to business website and created a wholly owned Delaware corporation,
CycleClick.com, LLC, to encompass this sector of its business.

Management is currently negotiating 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.
Management believes that a large audience of motorcycle riders will be attracted
to one of the two consumer oriented web sites: www.bikers-dream.com will serve
enthusiasts of heavy cruisers such as Harley-Davidson, Ultra, and other U.S.
made custom motorcycles; and www.sportbike.net will attract the sports bike
riders who own Japanese, US and European manufactured motorcycles.

Growth in the Motorcycle Industry

The Company found from research that the entire motorcycle industry is growing
considerably. The 1999 Motorcycle Statistical Annual prepared by the Motorcycle
Industry Council states that in 1998, 4,200,000 motorcycles were registered for
use on public roads, with 432,000 new motorcycles sold in the US, in comparison
to 356,000 new motorcycles sold in 1997. These motorcycle sales equal
approximately $3,500,000,000 in 1998. In 1999, there are approximately 13,833
retail outlets selling motorcycles and related products in the US, an 8%
increase over the 12,581 retail outlets reported by the 1998 Motorcycle
Statistical Annual. The 1999 Retail Outlet Profile Survey indicates that the
estimated average motorcycle sales and services for a franchised motorcycle
dealer was $1,522,400, compared to $254,5000 for a non-franchised dealer. At
this time, the Company operates franchised dealerships.

For more information regarding industry growth, please see the Form 10-SB/A-3
filed on February 19, 1999 at pages 7 through 9, and exhibits 99.2, 99.3, and
99.5 incorporated by reference in the Form 10-KSB filed December 2, 1999.

LIQUIDITY AND CAPITAL RESOURCES

The Company anticipates meeting its working capital needs through operations and
the private placement of securities to accredited investors. It is also
investigating the possibility of other financing to provide additional

                                       5

<PAGE>   17

acquisition capital and to further its acquisition program. Although it has not
made any arrangements or definitive agreements, it is contemplating both the
private placements of securities and/or a public offering.

During the period ending March 31, 2000, the Company issued warrants to purchase
70,000 restricted common shares at an exercise price of $3.50 per share. The
warrants are exercisable for a period of 60 months. Also during the same period,
the Company issued warrants to purchase 200,000 restricted common shares at an
exercise price of $9.50 per share. The warrants are exercisable for a one-year
period and were issued in exchange for work done on its B2B website.

In the opinion of management, inflation has not had a material effect on the
operations of the Company.

PRODUCTS AND MARKETS

The Company is primarily engaged in retail sales of new and used motorcycles,
ATV's and personal watercraft related parts and accessories, and the service of
these products.

Motorcycles, ATV's and personal watercraft and related parts and accessories are
products enjoying a rising consumer market. According to U.S. Government
reports, from 1992 through 1995, spending on recreational products grew at over
five percent per year and from 1994 through 1997 grew at three times the rate of
overall consumer spending.

There are several factors and changes in the motorcycle retailing industry which
the Company believes provide attractive consolidation opportunities for groups
with significant equity capital and managers experienced in identifying,
acquiring and professionally managing dealerships. The primary factor that the
Company believes provides a consolidation opportunity is that the motorcycle
retailing industry is very fragmented, with over 13,833 retail outlets in 1999.
The majority of these dealerships are privately owned and operated. Dealership
costs are growing as capital costs of opening new dealerships are increasing and
franchising costs require a dealer to carry substantial inventories. For many
dealers there are few alternative exit strategies other than selling to a
growing dealership group, especially for larger dealerships and dealership
owners nearing retirement. The Company believes that these factors may provide
attractive consolidation opportunities.

More information regarding the control of motorcycle manufacturers over
acquisitions and dealers can be found herein under the headings "Manufacturers'
Consent to Acquisitions and Market Expansion" and "Motorcycle Manufacturers'
Control Over Dealers".

MANUFACTURERS' CONSENT TO ACQUISITIONS AND MARKET EXPANSION

Some motorcycle manufacturers yield considerable control over the dealerships
that carry their brands through franchise agreements. If there is a change of
control in the dealership, a new dealer must obtain consent from each
manufacturer to continue to carry that manufacturer's brand of motorcycle. In
determining whether to approve changes of control, manufacturers may consider
any number of subjective factors. These may include the financial condition and
ownership structure of the new dealer. The manufacturers may impose conditions

                                       6

<PAGE>   18

to the change of control, including limiting the number of such manufacturers'
franchised dealers that may be acquired by the new dealer. The manufacturers are
under no obligation to approve changes in control or acquisitions, to disclose
their reasons for accepting or rejecting an acquisition or by abiding by
objective and publicly disclosed measurements by which they approve changes in
control.

The ability of a future subsidiary and/or affiliate corporation to meet
manufacturers' requirements for approving future acquisitions will have a direct
bearing on the Company's ability to complete acquisitions and effect its growth
strategy. The Company can make no assurance that a manufacturer will not
terminate its dealer agreement, refuse to renew its dealer agreement, refuse to
approve future acquisitions, or take other action that could have a material
adverse effect on the Company's acquisition program.

The Company's growth strategy also includes acquiring non-franchised and/or
independent motorcycle dealerships that are not restrained by manufacturers'
dealer agreements.

MOTORCYCLE MANUFACTURERS' CONTROL OVER DEALERS

The major motorcycle manufacturers exercise significant control over the
operations of their franchised dealerships. In addition to yielding control over
changes in dealer ownership, many manufacturers control the dealer's geographic
selling area. In these cases, the dealer has an exclusive right to sell the
franchised manufacturers' products within a given protected geographical area.
The dealer may not promote or sell its products to customers residing outside of
its geographical area. The manufacturers also impose customer satisfaction and
market share goals. If a dealer fails the requirements of its dealer agreement,
then the manufacturer may (i) impose additional conditions in subsequent dealer
agreements; (ii) terminate its dealer agreement (iii) limit allocations of
inventory; (iv) reduce reimbursement rates for warranty work performed by the
dealer; and/or (v) deny approval of future acquisitions.

COMPETITION

The Company, as a consolidator of motorcycle dealerships, has no direct
competition. The Company knows of no other publicly traded company that conducts
business in acquiring and/or consolidating the retail motorcycle market. The
Company is aware of several large private companies whose business operates
around the acquisition and consolidation of motorcycle dealerships.

While the vast majority of motorcycle dealers are single store operations that
are family owned style dealership, there are several privately owned dealerships
that own multiple retail locations and seek to acquire additional locations.
Increased competition for acquisition candidates may increase purchase prices
for acquisitions to levels beyond the Company's financial capability or to
levels that would not result in the desired returns.

V-Twin's competitive position within the industry will be largely determined by
its ability to offer competitive motorcycle brands and models, and its ability
to offer value and service to its customers, both in the factory replacement
parts retail sector and in the service sector.

                                       7

<PAGE>   19

DISTRIBUTION

The majority of the five Bikers Dream stores' motorcycles were purchased and
shipped directly to those locations from Ultra Motorcycle Company. During the
period ending March 31, 2000, the Company was reliant upon Ultra Motorcycle
Company to provide new motorcycles for sale in these locations. However, as of
the time of this filing, the Company has finalized dealer agreements with other
manufacturers to sell their motorcycles in some of the Bikers Dream locations.
These manufacturers are American Ironhorse, Carefree Custom Cycles, Panzer
Motorcycle Works, USA, Inc., Big Dog Motorcycles, LLC, and Confederate
Motorcycles, Inc. 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. In addition to motorcycles, the Company purchases for resale
after market parts and accessories, such as side cars, wearing apparel, helmets,
saddlebags, custom exhausts, seats, handle bars, light bars, sissy bars, and
touring luggage.

The Company operates pursuant to franchise agreements between each motorcycle
manufacturer or their authorized distributor. Both are significantly dependent
on its relationship with such manufacturers for distribution (and subsequent
sales) of motorcycles and related products. Some manufacturers control many
aspects of a dealer's business, as described in the above section entitled
"Motorcycle Manufacturers' Control Over Dealers".

OPERATIONS

Many phases of the Company's operations are subject to influences outside their
control. Any singular factor, or combination of factors, could materially affect
its results. These factors include: the cost of goods, competitive pressures,
inflation, consumer debt levels, currency exchange fluctuations, trade
restrictions, changes in tariff and freight rates, interest rate fluctuations
and other capital market conditions.

Forward-looking statements that are made, or others make on its behalf, are
based on knowledge of the Company's business and the environment in which it
operates. However, because of the factors listed herein, actual results may
differ from those in the forward-looking statements. Consequently, all of the
forward-looking statements made herein are qualified by these and other
cautionary statements. The Company can make no assurance that the actual results
or developments it anticipates will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on the
Company or its business or operations.

SEASONALITY

The Company does anticipate experiencing seasonal fluctuations in motorcycle
sales at some of its locations, as at least three of its locations are in
climates where harsh weather could hinder sales during colder months.

During the period ending March 31, 2000, the Company experienced increased sales
in its Virginia locations in March against its January and February sales due to
favorable weather conditions.

                                       8

<PAGE>   20

GOVERNMENT REGULATION

Motorcycle sales are subject to certain government regulations. Motorcycles are
subject to the emissions and noise standards of the U.S. Environmental
Protection Agency and the more stringent emissions standards of various State
agencies. Motorcycles are also subject to the National Traffic and Motor Vehicle
Safety Act and the rules promulgated thereunder by the National Highway Traffic
Safety Administration. Federal, state and local authorities have adopted various
standards relating to air, water, helmet rules and noise pollution.
Additionally, the Federal Trade Commission applies regulations over franchised
businesses and dealerships. Any of these regulations may affect the Company's
operations as well as those of the motorcycle manufacturers. The Company's
facilities comply with all such regulations and standards, and that current
production levels of motorcycles will continue in line with the increasing
interest in motorcycles, ATVs and personal watercraft. The Company's locations
are subject to the laws of the Department of Motor Vehicles for the States of
California, Texas, North Carolina, and the Commonwealth of Virginia regarding
motorcycle dealerships.

EMPLOYEES

As of March 31, 2000, the Company had 64 full-time employees. The Company may
add home office supervisory, marketing and administrative staff as the Company
continues to grow. The Company provides its employees with health insurance. The
Company is not subject to any collective bargaining agreements.

CUSTOMER BASE

The Company is not dependent on any one major or any few select customers. The
Company's sales are the result of comprehensive advertising campaigns, referrals
and re-sales to old customers. The Company enjoys the benefit of its customers
who have purchased various items from its stores under the previous owner(s),
and the benefit of a nationwide brand name presence.

RESEARCH AND DEVELOPMENT

The Company has conducted specific research required in connection with the
acquisition of motorcycle dealerships. Research and development is limited to a
study of the retail motorcycle industry, and finding, evaluating and negotiating
the purchase of independent motorcycle dealerships to be acquired. Research and
development is a critical factor to the Company's success. Sound business
decisions in finding and closing the purchase of acquisitions in the
unconsolidated motorcycle dealership market will lead to success for the Company
and its shareholders.

GROWTH STRATEGY

The Company intends to acquire motorcycle dealerships throughout the United
States. The Company seeks to acquire dealerships that have superior operating
managers and benefit from their market knowledge, customer base and local
reputation. By acquiring additional dealerships the Company will increase its
total consolidated sales and profits. These acquisitions should produce
opportunities for additional operating efficiencies, promote increased name

                                       9

<PAGE>   21

recognition and provide the Company with better opportunities for repeat and
referral business. This will also allow for the Company to transfer product from
store to store to maximize sales while minimizing costs.

Once an acquisition or asset purchase has been completed, the Company intends to
review and potentially reorganize business operations, corporate infrastructure
and systems, and financial controls. Unforeseen expenses, difficulties, and
delays frequently encountered in connection with rapid expansion through
acquisitions could inhibit the Company's growth and negatively impact
profitability. At the time of this filing, the Company has centralized a
majority of its accounting functions at one of its locations.

While the Company feels that certain segments of the motorcycle industry may be
available for consolidation, there are several factors that are inherently
problematic in acquiring motorcycle dealerships. Some of these problems are the
fact that, typically, motorcycle dealerships have substandard accounting
practices and controls, and are typically not audited. V-Twin, as a consolidator
of dealerships, will sustain such problems and expenses as it conducts its asset
purchases and/or acquisitions to make such new affiliates and/or subsidiaries
able to comply with standard accounting practices.

The Company can make no assurance that suitable acquisition candidates will be
identified, that acquisitions of such candidates will be consummated, or that
the operations of any acquired businesses will be successfully integrated into
the Company's operations and managed profitably without substantial costs,
delays, or other operational or financial difficulties.

ANTI-TAKEOVER EFFECT OF ARTICLES AND BYLAW PROVISIONS

The Company's Articles of Incorporation provide that up to 50,000,000 shares of
common stock and 2,000,000 shares of preferred stock may be issued by the
Company from time to time in one or more series. On November 27, 1998, the
Board, authorized by the shareholders, merged these classes into one unitary
class with one vote per share.

V-Twin's Articles of Incorporation authorize the Board of Directors with various
rights, including the rights to (i) determine the rights, preferences,
privileges and restrictions granted to and imposed upon any unissued series of
preferred stock; (ii) fix the number of shares of any series of preferred stock
and the designation of any such series, without any vote or action by the
company's stockholders; (iii) authorize and issue preferred stock with voting or
conversion rights that could adversely affect the voting power or other rights
of the holders of common stock; (iv) issue preferred stock that could have the
effect of delaying, deferring or preventing a change in control of the company;
and (v) fix the number of directors in the bylaws with no minimum or maximum
number of directors required. the effect of these provisions may be to delay or
prevent a tender offer or takeover attempt that a stockholder might consider to
be in his best interest, including attempts that might result in a premium over
the market price for the shares held by the stockholders.

CHANGES IN CONSUMER SPENDING, ECONOMIC CONDITIONS OR TAX LAWS

The Company's operations depend upon a number of factors relating to or
affecting consumer spending for discretionary goods such as motorcycles. The

                                       10

<PAGE>   22

Company's operations may be adversely affected by economic developments that
reduce consumer spending in its markets. In an economic downturn, consumer
discretionary spending levels generally decline. Rising interest rates could
have a negative impact on consumers' ability or willingness to finance
motorcycle purchases. Local influences, such as corporate downsizing and
military base closings, could adversely affect the Company's operations in
certain markets. Changes in federal and state tax laws, such as an imposition of
luxury taxes on leisure time products, also could influence consumers' decisions
to purchase products offered by the Company. These factors could adversely
affect the ability of the Company or future subsidiaries/affiliates to sell its
products. There can be no assurance that the Company could maintain its
profitability during any such period of adverse economic conditions or low
consumer confidence, and such a period could have a negative effect on the
Company's sales.

DILUTION THROUGH ISSUANCE OF STOCK

The Company's operating results may fluctuate substantially from quarter to
quarter due to the size, timing, and integration of any future acquisitions.
Consequently, operating results for any quarter may not be indicative of the
results that may be achieved for any subsequent quarter or for a full fiscal
year. These fluctuations could adversely affect the market price of the Common
Stock.

The Company's ability to grow by acquiring additional dealers will depend upon
several factors. These include (i) the availability of suitable acquisition
candidates at attractive purchase prices; (ii) its ability to compete
effectively for available acquisition opportunities; (iii) the availability of
funds or the market price of the Company's common stock; (iv) its ability to
obtain the requisite government licensing approvals; and (v) its ability to
obtain the necessary franchising agreements with manufacturers. Additionally,
one or more manufacturers may attempt to impose further restrictions on us in
connection with their approval of acquisitions.

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 are partially financed
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

                                       11

<PAGE>   23

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.

Additionally, it is likely that the Company and future subsidiaries/affiliates
must comply with financial and operational covenants of their current or future
credit arrangements. These covenants are likely to include limitations on both
capital expenditures and increases in indebtedness.

There can be no assurance that such financing 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.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are, at present, no legal proceedings in which the Company is involved,
either as plaintiff or defendant.

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              PUCHASER
                                                 SHARES
<S>             <C>                            <C>         <C>                     <C>
3/00             Common Stock                   265,500     $ 637,500   (1)         Private investors


3/00             Common Stock                    14,000     $  42,000   (2)         Advisers


</TABLE>

(1) Effective March 31, 2000, the Company issued 265,500 restricted common
shares to private investors.

(2) Effective March 31, 2000, the Company issued 14,000 restricted common shares
to legal and business advisers in lieu of cash payments. These issued shares
were valued at $3.00 per share and the value was expensed by the Company.

At the Company's annual meeting on August 31, 1998, the shareholders agreed to
authorize the Board of Directors to, within their discretion, abolish the
existence of the existing two classes of stock. The Board of Directors

                                       12

<PAGE>   24

instituted this change at a Board meeting in November, 1998. Also, a one for
three (1:3) forward split in the common stock of the Company was authorized by
the shareholders of the corporation at the annual meeting, and this forward
split, as authorized by the shareholders, could be instituted by the Board of
Directors at its discretion, which was also done at a Board meeting in November,
1998.

The rights evidenced by any class of registered securities have not been
materially limited or qualified by the issuance or modification of any other
class of securities.

Information regarding previous sales of equity securities to private accredited
investors under the 4(2) exemption can be found in the Form 10-KSB filed
December 2, 1999 at page 4 and in the Notes to Financial Statements thereto
under paragraph 14 "Subsequent Events". No underwriter was utilized in that
transaction.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

NONE.

ITEM 5. OTHER INFORMATION

In April 2000, the Company filed a US Patent and Trademark application under
Section 1(b) on behalf of CycleClick.com with regards to the creation of a
on-line store.

At a meeting of the Board of Directors on December 4, 1999, the Board elected to
change the name of the Company to V-Twin Holdings, Inc. The Board anticipates
this name change to be ratified by the shareholders of the corporation at the
next shareholders' meeting, scheduled to take place on August 31, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS. The following exhibits are filed or incorporated by reference as
     part of this report.

(10) Material contracts.  Attached hereto.

(11) Statement re computation of per share earnings. Attached hereto.

(21) Subsidiaries/Affiliates of the Registrant. Attached hereto.

(27) Financial data schedule. Attached hereto.

(99) Additional Exhibits.(1)

      (99.1)    American Solid Fuel, Inc. S-18 effective notice dated August
                2, 1989 and Prospectus.(1)

                                       13

<PAGE>   25

      (99.2)    "The Motorcycle Industry" by Mike Paschke.(1)

      (99.3)    Reuters News Release-"Harley Rides Out US Motorcycle Boom".(1)

      (99.4)    Antitrust Law and Economic Review by Charles E. Mueller.(1)

      (99.5)    Cycle News - "In the Wind".(1)

      (99.6)    1998 Yamaha Industry Comparison Data.(1)

      (99.7)    V-Twin control shareholders letters re: additional paid in
                capital.(1)

      (99.8)    Form D - Notice of Sale of Securities Pursuant to Regulation D,
                Section 4(6), and/or Uniform Limited Offering Exemption.(1)

      (99.9)    Trust Agreement.(2)

      (99.10)   Motorcycle Industry Council 1998 Annual Report (selected
                pages). (2)

      (99.11)   Information Statement.(2)

      (99.12)   Motorcycle Industry Council 1999 Annual Report (selected pages).

(1)   Previously filed as an exhibit to V-Twin's Form 10-SB and amendments
      thereto filed on November 12, 1998 and February 19, 1999.

(2)   Previously filed as an exhibit to V-Twin's Form 10-KSB filed on December
      2, 1999.

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

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<PAGE>   26

                                    SIGNATURE

     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.

May 12, 2000

V-Twin Holdings, Inc.

/s/ RICHARD PAONE
--------------------------------------
Richard Paone, President and Director

/s/ TED SCHWARTZBECK
--------------------------------------
Ted Schwartzbeck, CEO and Chairman

/s/ JAY PIGNATELLO
--------------------------------------
Jay Pignatello, Secretary and Director

                                       15