<PAGE>
                  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 3/31/98
                    Commission file number 000-22775


                             NEWRIDERS, INC.
      ________________________________________________________________
      (Exact name of small business issuer as specified in its charter)


                 Nevada                            77-0390222
     _______________________________       ____________________________
     (State or other jurisdiction of       (IRS Employer Identification
      incorporation or organization)                 Number)


                        567 San Nicolas Drive, Suite 400
                        Newport Beach, California  92660
                   ________________________________________
                   (Address of principal executive offices)


                                (714) 718-4630
               ________________________________________________
               (Issuer's telephone number, including area code)

     Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90  days.  Yes  X    No   

                 APPLICABLE ONLY TO CORPORATE ISSUERS:

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

     As of May 11, 1998, the issuer had outstanding 17,420,537 shares of its
Common Stock, $0.001 par value.  

                    PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

     The unaudited consolidated balance sheet of Newriders, Inc., a Nevada
corporation (the "Company"), as of March 31, 1998 and the related audited
consolidated balance sheet of the Company as of December 31, 1997, the
unaudited related consolidated statements of operations, stockholders' equity
and cash flows for the three month periods ended March 31, 1998 and March 31,
1997, and the notes to the financial statements are attached hereto as
Appendix "A" and incorporated herein by reference.

     The accompanying financial statements reflect all adjustments which are,
in the opinion of management, necessary to present fairly the financial
position of the Company consolidated with Newriders Limited, a California
corporation, the Company's wholly-owned subsidiary.

     Newriders, Inc. was organized on July 13, 1995 under the name of American
Furniture Wholesale, Inc.  Newriders Limited was formed on November 8, 1994 in
the State of California.  Newriders, Inc. and Newriders Limited entered into a
Plan of Reorganization on June 28, 1996, whereby Newriders, Inc. acquired 100%
of the outstanding Common Stock of Newriders Limited in exchange for
13,250,000 shares of the common stock of Newriders, Inc. to the former
shareholders of Newriders Limited (the "Reorganization").  A total of
11,000,000 of the shares issued in the Reorganization were newly issued and
2,250,000 shares were concurrently reacquired from an existing stockholder and
reissued as part of the Reorganization.  In connection with the
Reorganization, the Company amended its Articles of Incorporation effective
July 1, 1996 to change its name to Newriders, Inc.  Throughout this document
the "Company" shall mean the combined entities of Newriders, Inc. and its
subsidiary, Newriders Limited.

     The acquisition of Newriders Limited was recorded as a recapitalization
of Newriders Limited, whereby Newriders Limited is treated as the surviving
entity for accounting purposes.

     Newriders Limited owns and operates an Easyriders Cafe Restaurant, an 
Easyriders Apparel and Merchandise Store, and an Easyriders Motorcycle and 
Accessory Shop in Fresno, California.  The Company also owns and operates an
Easyriders Cafe Restaurant and Apparel Store in Myrtle Beach, South Carolina. 
The Fresno, California location operated from approximately May, 1996 until
January 1998, when it closed for remodeling.  It is expected to reopen in the
third quarter of 1998.  The Myrtle Beach location has operated since its
opening in May 1997.  

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

Results of Operations.

     During the three months ended March 31, 1998, the Company experienced a
net loss in the amount of $1,230,993, in contrast to the net loss of $307,530
for the three months ended March 31, 1997.  Net loss per share was ($0.07) for
the three months ended March 31, 1998.  

     The Company attributes its net loss incurred during the three month
period ended March 31, 1998 to the increase in overhead for accounting, legal
and professional fees related to the pending acquisition of Paisano
Publications and El Paso Bar-B-Que.  A significant portion of the loss for the
three month period ended March 31, 1998 was due to a non-cash interest expense
of $305,864 associated with raising funds through issuing convertible
debentures at a discount.

     Total sales for the three months ended March 31, 1998 were $214,163, down
$241,062 (53%) from the $455,225 reported for the three months ended March 31,
1997.  Total sales for all reported periods were comprised of revenue from
sales of restaurant items, Easyriders apparel and merchandise, and motorcycle
accessories.  The decrease in sales results from the closure of the Company's
Fresno, California location for remodeling in January 1998.

     Cost of sales for the three months ended March 31, 1998 was $64,792,
or approximately 30% of total sales.  Cost of sales for the three months ended
March 31, 1997 was $239,476, or approximately 53% of total sales.  Cost of
sales consists primarily of the cost of food, alcoholic and non-
alcoholic beverages, apparel, motorcycle parts and accessories and direct
labor costs.  

     Gross margin for the three months ended March 31, 1998 was $149,371, down
$66,378 from the $215,749 reported for the three months ended March 31, 1997.
These decreases reflect primarily the Company's decreased sales volume
associated with closing the Company's restaurant and store locations in
Fresno, California in January, 1998 for remodeling.

     Restaurant and store operating expenses for the three months ended March
31, 1998 was $356,529, down $5,225 from the $361,754 reported for the three
months ended March 31, 1997.  The lack of significant fluctuation reflects
primarily the Company's decreased operating expenses associated with closing
the Company's restaurant and store locations in Fresno, California in January,
1998 for remodeling partially offset by increased expenses associated with
opening the Company's second location in Myrtle Beach, South Carolina in May,
1997.

     Selling, general and administrative expenses for the three months ended
March 31, 1998, were $660,456, up $501,756 from the $158,756 reported for the
three months ended March 31, 1997.  The primary components of selling, general
and administrative expenses for the three months ended March 31, 1998 include
expenses associated with public relations, investor relations, corporate
accounting and legal services, travel, lodging and advertising.  

     General and administrative expenses should generally be viewed as likely
to recur in the normal course of business, although the amounts of such 
expenditures will vary.

Liquidity and Capital Resources

     The Company's stockholders' equity decreased $746,437 in the three months
ended March 31, 1998, from $302,842 as of December 31, 1997 to a deficit of
$443,595 as of March 31, 1998.  The decrease is the result of a net loss of
approximately $1,230,993 for the three month period.  The decrease was
partially offset by capital infusions during the three month period ended
March 31, 1998.  An unrelated party converted approximately $433,333 of debt
to 186,705 shares of the Company's common stock representing an average
conversion price of $2.32 per share. 

     Cash and cash equivalents decreased $1,209,352 to $53,281 at March 31,
1998 from $20,047 at December 31, 1997 due primarily to net cash used in
operating activities of $1,338,922.  Cash used in operating activities
included a net loss of $1,230,993 and a net decrease in operating liabilities
of $477,116.  These uses of cash were partially offset by $305,864 of non-cash
interest expense and $63,323 related to the depreciation and amortization of
property and equipment.  The remaining difference relates to net cash provided
by financing activities through the issuance of $600,000 of debt partially
offset by $261,203 of payments on debt, capital lease obligation and advances. 
The Company additionally utilized $209,227 of cash for capital requirements
for the remodeling of the Company's Fresno facility.

     The Company's most significant cash needs in 1998 include working capital
to improve current restaurant operations in Fresno, California and Myrtle 
Beach, South Carolina, and to investigate and negotiate terms and conditions 
for additional sites for Easyriders Cafes.  The Company's present cash
resources may not be adequate to sustain operations through 1998.  If the two
acquisitions the Company is pursuing are completed, the Company will have
adequate cash resources to sustain operations for the foreseeable future.  If
the acquisitions are not completed during 1998, the Company will be required
to raise additional capital through borrowing or additional sale of equity. 
Further, revenues from the Company's operating restaurants would not be
adequate to support the present headquarters executive staff, and the Company
would be required to substantially reduce its corporate overhead.

Balance Sheet Information

     Assets

     As of March 31, 1998, the Company reported total assets of $2,429,191,
down $1,033,164 from the $3,462,355 reported as of December 31, 1997.  Total
current assets as of March 31, 1998 were $419,756, down $1,144,237 from the
$1,563,993 reported as of December 31, 1997.  Property and equipment - net was
$1,643,713 as of March 31, 1998, up $156,115 from the $1,487,598 reported as
of December 31, 1997.  Total other assets were $365,722 as of March 31, 1998,
down $45,042 from the $410,764 reported as of December 31, 1997.  The change
in total assets reflects primarily an increase in property and equipment - net
associated with acquiring additional equipment and tenant improvements for the
reopening of the Company's restaurant and store locations in Fresno,
California and the decrease in cash balances from operating activities.

     Liabilities

     Total current liabilities decreased $43,540, from $1,343,639 as of
December 31, 1997, to $1,300,099 as of March 31, 1998.  The decrease is
attributable to payments made on advances from stockholders and other advances
of $217,000 during January 1998 and decreases in accounts payable, $215,741,
and accrued compensation and benefits, $232,337 during the quarter.  This
decrease was partially offset by short-term borrowing of $600,000 received in
March 1998.  

     Convertible Debentures decreased $218,516 from $785,183 as of December
31, 1997 to $556,667 as of March 31, 1998.  The decrease in convertible
debentures was associated with the conversion of $433,333 of debentures into
common stock of the Company partially offset by the amortization of the
remaining discount during the three months ended March 31, 1998.

     Long-term debt decreased $42,839 from $892,306 as of December 31, 
1997 to $849,467 as of March 31, 1998.  The decrease in long-term liabilities
was associated with the payments made during the three months ended March 31,
1998.

     ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT 
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS 
AND UNCERTAINTIES.  ACTUAL RESULTS MAY VARY MATERIALLY.


                      PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  There are no exhibits included with this report.

     (b)  The Company has filed no reports on Form 8-K during the quarter
ended March 31, 1998. 

                              SIGNATURES

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

                              NEWRIDERS, INC. 
                              (Registrant)


Date:  May 12, 1998       By: /s/ William R. Nordstrom
                              -------------------------------------
                              William R. Nordstrom
                              Principal Financial Officer and 
                              Chief Accounting Officer


                    NEWRIDERS, INC. AND SUBSIDIARY
                Condensed Consolidated Balance Sheets

<TABLE>
                                ASSETS

                                      March 31,      December 31,
                                        1998             1997    
                                    -------------    ------------
                                    (Unaudited)   

CURRENT ASSETS:

<S>                                 <C>             <C>
  Cash and cash equivalents         $   53,281       $1,262,633
  Inventories                          271,916          285,622
  Prepaid expenses                      94,559           15,738 
                                     ---------        ---------             

     Total Current Assets              419,756        1,563,993
                                     ---------        ---------
PROPERTY AND EQUIPMENT - net         1,643,713        1,487,598
                                     ---------        ---------
ORGANIZATION COSTS, net                131,947          142,158

DEPOSITS AND OTHER ASSETS              112,496          107,503

DEFERRED FINANCING COSTS, net          121,279          161,103
                                     ---------        ---------
     TOTAL ASSETS                   $2,429,191       $3,462,355
                                     =========        =========
</TABLE> 


                      NEWRIDERS, INC. AND SUBSIDIARY
           Condensed Consolidated Balance Sheets (Continued)

<TABLE>
              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                         March 31,    December 31,
                                            1998          1997
                                       -------------   ------------
                                       (Unaudited)   
<S>                                    <C>             <C>
CURRENT LIABILITIES:

  Accounts payable                     $   302,163      $  517,904          
  Accrued expenses                          69,741          54,567          
  Accrued compensation and benefits        108,603         340,940   
  Advances from stockholders                34,350         201,350
  Other advances                                 0          50,000          
  Current obligation under capital lease    22,171          21,184   
  Current portion of long-term debt        763,071         157,694
                                         ---------        --------
     Total Current Liabilities           1,300,099       1,343,639          
                                         ---------        --------

DEFERRED RENT                              153,899         128,003

OBLIGATION UNDER CAPITAL LEASE,
  Less Current Obligation                    2,654          10,382          

CONVERTIBLE DEBENTURES, net                566,667         785,183          

LONG-TERM DEBT                             849,467         892,306

STOCKHOLDERS' EQUITY (DEFICIT):

  Common stock; 25,000,000 shares 
   authorized of $0.001 par value; 
   17,368,130 and 17,181,425 shares
   issued and outstanding at 1998
   and 1997, respectively                   17,368          17,181          
  Additional paid-in capital             7,369,046       6,884,677
  Common stock subscription receivable    (750,000)       (750,000)
  Accumulated deficit                   (7,080,009)     (5,849,016)
                                        ----------      ----------
     Total Stockholders' Equity           (443,595)        302,842
      (Deficit)                         ----------      ----------

     TOTAL LIABILITIES AND 
     STOCKHOLDERS' EQUITY            $   2,429,191     $ 3,462,355
                                        ==========      ==========
</TABLE>

                      NEWRIDERS, INC. AND SUBSIDIARY
              Condensed Consolidated Statements of Operations
                               (Unaudited)
                                    
<TABLE>

                              For the Three Months Ended
                                      March 31,
                              -------------------------- 
                                 1998          1997     
                              ------------    ---------- 
                              (Unaudited)     (Unaudited)
<S>    
                              <C>            <C>      
SALES                          $   214,163   $  455,225  

COST OF SALES                       64,792      239,476  
                                ----------    ---------  
GROSS MARGIN                       149,371      215,749  
                                ----------    ---------  
EXPENSES

 Restaurant and store
 operating expenses                356,529      361,754  

 Selling, general 
 and administrative                660,456      158,756  
                                 ---------      -------  
    Total Expenses               1,016,985      520,510  
                                 ---------      -------  
    Loss from 
    Operations                    (867,614)    (304,714) 
                                 ---------     --------  
OTHER EXPENSE

 Interest expense                   (57,515)     (2,769) 
 Interest expense -
 noncash                           (305,864)         -    
                                 ----------      -------  
    Total Other Expense            (363,379)      (2,769) 
                                 ----------      -------  
NET LOSS                        $(1,230,993)  $ (307,530) 
                                  =========     ========  

NET LOSS PER SHARE                   ($0.07)      ($0.02) 
                                  =========     ========  
WEIGHTED AVERAGE 
 NUMBER OF SHARES 
 OUTSTANDING-BASIC               17,256,814   16,232,888  
                                 ==========   ==========  

</TABLE>








                       NEWRIDERS, INC. AND SUBSIDIARY
          Condensed Consolidated Statements of Stockholders' Equity

<TABLE>
                                                                      
                                                      Common
                        Common Stock      Additional  Stock
                   --------------------   Paid-in     Subscription Accumulated
                   Shares        Amount   Capital     Receivable   Deficit
                   ---------   --------   ----------  ------------ -----------
<S>                 <C>          <C>        <C>          <C>        <C>
Balance,
 January 1, 1997   16,168,000   $16,168   $ 3,570,992 ($1,000,000)$(1,072,142)

Common stock issued
 in conjunction 
 with convertible 
 debentures           293,825       294        610,523

Discount on con-    
 vertible debenture  
 issuance                                      481,667

Warrants issued in  
 connection with 
 convertible deben-   
 tures                                         105,130      

Sale of common stock  384,600      384         499,616

Common stock issued 
 for services         335,000      335         572,165

Services rendered in
 satisfaction of
 common stock sub-
 scription receivable                                     250,000

Compensatory options 
 issued to non- 
 employees                                     671,500 

Capital contributed
 by shareholders                               373,084 

Net loss for the
period ended December
31, 1997                                                           (4,776,874)
                    ---------   --------     ---------    -------   ---------
Balance, 
 December 31,
 1997              17,181,425     17,181     6,884,677   (750,000) (5,849,016)

Common stock issued 
 in conjunction
 with convertible 
 debentures 
 (Unaudited)           186,705        187     433,146


Warrants issued in   
 connection with
 issuance of debt
 (Unaudited)                                   51,223 

Net loss for the
 three months ended 
 March 31, 1998
 (Unaudited)                                                       (1,230,993)
                    ---------   ------       ---------    -------   ---------

Balance,
 March 31, 1998
 (Unaudited)       17,368,130  $17,368      $7,369,046  ($750,000)($7,080,009)
                   ==========   ======       =========   ========  ==========

</TABLE>
                    NEWRIDERS, INC. AND SUBSIDIARY
            Condensed Consolidated Statements of Cash Flows
                             (Unaudited)
<TABLE>
                              For the Three Months Ended  
                                      March 31,           
                              --------------------------  
                                 1998            1997     
                              ----------      ----------  
                              (Unaudited)     (Unaudited)    
                            
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                          <C>               <C>
 Net loss                    ($1,230,933)      ($307,530)
 Adjustments to 
 reconcile net loss to 
 net cash used by oper-
 ating activities:         
  Common stock issued 
   for services                     -            140,993 
  Depreciation and 
   amortization                   63,323          32,319
  Non-cash interest
   expense                       305,864             - 
  Changes in operating 
   assets and liabilities:
  (Increase) decrease 
   in inventories                 13,706          (4,501)
  (Increase) decrease in 
   prepaid expenses              (78,821)          2,035
  (Increase) decrease in 
   deposits and other
   assets                         (4,993)            - 
  Increase (decrease) in 
   accounts payable and 
   accrued expenses             (432,904)         52,980
  Increase (decrease) in 
   deferred rent                  25,896            -
                                 --------         ------- 
                          
   Net Cash Used by 
    Operating Activities      (1,338,922)        (83,704)
                               ---------         ------- 

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of Property and 
  equipment                     (209,227)       (432,372)
                                 -------        --------   
      Net Cash Used by 
     Investing Activities       (209,227)       (423,372)  
                                 -------         -------  
CASH FLOWS FROM FINANCING 
ACTIVITIES

  Payments on capital lease
   obligation                     (6,741)         (2,696)
  Issuance of Debt               600,000          
  Payment of long-term debt      (37,462)          
  Cash contributions to
   capital                                       523,656 
  Payment of stockholders' 
   and other advances           (217,000) 
                                 -------         ------- 

    Net Cash Provided by
    Financing Activities         338,797         520,960 
                                 -------         ------- 
NET INCREASE (DECREASE) 
IN CASH                       (1,209,352)         13,884

CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD         1,262,633          20,047
                               ---------         ------- 

CASH AND CASH EQUIVALENTS
AT END OF PERIOD              $   53,281       $  33,931
                               =========        ======== 
SUPPLEMENTAL CASH FLOW
INFORMATION

  Cash paid for interest      $   35,438      $    2,825 

NON CASH FINANCING ACTIVITIES:

 Common stock issued 
  for services                       -        $  140,993

 Common stock issued 
  in settlement of
  debt                        $  433,333            -

 Issuance of Warrants
  in connection with
  debt issuance               $   51,223            - 


</TABLE>

The accompany notes are an integral part of these consolidated financial
statements



                    NEWRIDERS, INC. AND SUBSIDIARY
         Notes to Unaudited Consolidated Financial Statements 
           March 31, 1998 (Unaudited) and December 31, 1997

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The accompanying consolidated financial statements have been prepared 
        by the Company without audit.  In the opinion of management, all 
        adjustments (which include only normal recurring adjustments)
        necessary to present fairly the financial position, results of
        operations and cash flows at March 31, 1998 and for all periods
        presented have been made.

        Certain information and footnote disclosures normally included in
        consolidated financial statements prepared in accordance with  
        generally accepted accounting principles have been condensed or
        omitted.  It is suggested that these condensed consolidated financial
        statements be read in conjunction with the financial statements and
        notes thereto included in the Company's December 31, 1997 audited
        consolidated financial statements.  The results of operations for the
        periods ended March 31, 1998 and 1997 are not necessarily indicative
        of the operating results for the full year.

NOTE 2 - DEBT 

        On March 2, 1998, the Company borrowed $100,000 under an unsecured
        promissory note agreement.  Borrowings under the agreement bear
        interest at 8% per annum and are due on demand.

        On March 17, 1998, the Company borrowed $500,000 under a securities
        purchase agreement.  Borrowings under the agreement bear interest at
        12% per annum and are due on demand.  Additionally, the agreement 
        requires the issuance of 10,000 (20,000 after April 17, 1998) warrants 
        to purchase common stock of the Company at $1.50 each week the debt is
        outstanding.  For the period ended March 31, 1998, 20,000 warrants     
        were issued and an additional 80,000 warrants to purchase common stock
        of the Company at $1.50 per share were issued for the period from
        April 1, 1998 to May 17, 1998.  The fair value of the warrants for the 
        period ended March 31, 1998 has been recorded as debt issuance costs
        and is amortized during the period the warrants were issued. 

NOTE 3 - NET LOSS PER COMMON SHARE

        The Company computes earnings per share in accordance with Statement
        of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share.
        Earnings per share is computed using the weighted average number of
        common shares outstanding during the period.  Earnings per share
        assuming dilution is computed using the weighted average number of
        shares outstanding and dilutive effect of potential shares
        outstanding.  Diluted earnings per share is not presented at March 31,
        1998 due to the antidilutive effect on earnings per share.

NOTE 4 - CHANGE IN ACCOUNTING PRINCIPLES

        Effective January 1, 1998, the Company adopted SFAS No. 130, Reporting
        Comprehensive Income.  This statement requires that all items
        recognized under accounting standards as components of comprehensive
        earnings be reported in an annual financial statement that is
        displayed with the same prominence as other annual financial
        statements.  This statement also requires that an entity classify
        items of other comprehensive earnings by their nature in an annual
        financial statement.  For example, other comprehensive earnings may
        include foreign currency translation adjustments and unrealized gains
        and losses on marketable securities classified as available-for-sale.
        Annual financial statements for prior periods will be reclassified, as
        required.  The Company's total comprehensive loss for the three months
        ended March 31, 1998 and 1997 equaled the reported net loss on the
        Company's statements of operations.