SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                              FORM 10-QSB/A
                             Amendment No. 1

              Quarterly Report Under Section 13 or 15(d)
                 of the Securities Exchange Act of 1934


                 For the quarterly period ended 9/30/97
                    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 March 19, 1998, the issuer had outstanding 17,368,130 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 September 30, 1997 and the related audited
consolidated balance sheet of the Company as of December 31, 1996, the
unaudited related consolidated statements of operations, stockholders' equity
and cash flows for the three and nine month periods ended September 30, 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.  In May 1997, the Company opened its 
second location in Myrtle Beach, South Carolina, which consists of a cafe and 
apparel store.

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

Results of Operations.

     During the three months ended September 30, 1997, the Company experienced
a net loss in the amount of $639,232, in contrast to the net loss of $163,313
for the three months ended September 30, 1996.  The Company's net loss for the
nine month period ended September 30, 1997 was $1,524,535, as compared with
the net loss of $195,757 incurred in the nine months ended September 30, 1996.
Earnings (loss) per share were approximately ($0.04) for the three months
ended September 30, 1997, and approximately ($0.09) for the nine months ended 
September 30, 1997.

     The Company attributes its net loss incurred during the three month
period ended September 30, 1997 to the costs associated with opening a new
restaurant in Myrtle Beach, South Carolina in May, 1997, including significant
advertising and promotional costs and employee training expenses incurred in
the third quarter 1997.  The Company attributes its net loss incurred during
the nine month period ended September 30, 1997 to the increase in overhead for
accounting, legal and professional fees related to becoming a public reporting
company, and costs associated with the opening of the Myrtle Beach restaurant
in May, 1997.  A significant portion of the loss for both the three and nine
month periods ended September 30, 1997 was due to a non-cash interest expense
of $231,665 associated with raising funds for the Myrtle Beach restaurant
through issuing convertible debentures at a discount.

     Total sales for the three months ended September 30, 1997 were
$1,277,473, up $1,001,085 (362%) from the $276,388 reported for the three
months ended September 30, 1996.  Total sales for the nine month period ended
September 30, 1997 were $2,426,584, an increase of $2,150,196 (778%) over the
$276,388 reported for the nine month period ended September 30, 1996.  Total
sales for all reported periods were comprised of income from sales of
restaurant items, Easyriders apparel and merchandise, and motorcycle
accessories.  

     Cost of sales for the three months ended September 30, 1997 was $376,270,
or approximately 29% of total sales.  Cost of sales for the three months ended
September 30, 1996 was $98,251, or approximately 36% of total sales.  Cost of 
sales of $1,095,227 represented approximately 45% of total sales for the nine 
months ended September 30, 1997, and cost of sales of $98,251 represented 
approximately 36% of total sales for the nine months ended September 30, 1996.
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 September 30, 1997 was $901,203,
up $723,066 from the $178,137 reported for the three months ended September
30, 1996. Gross margin for the nine months ended September 30, 1997 was
$1,331,357, up $1,153,220 from the $178,137 reported for the nine months ended
September 30, 1996. These increases reflect primarily the Company's increased
sales volume 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 
September 30, 1997, were $1,268,755, up $929,964 from the $338,791 reported
for the three months ended September 30, 1997.  Selling, general and
administrative expenses for the nine months ended September 30, 1997, were
$2,514,213, up $2,147,918 from the $366,295 reported for the same period in
1996.  The primary components of selling, general and administrative expenses
for the three months ended September 30, 1997 include expenses associated with
public relations, investor relations, corporate accounting and legal services,
travel, lodging, advertising and local event promotions relating to the
opening of the Myrtle Beach Easyriders Cafe.  

     The primary components of selling, general and administrative expenses
for the nine months ended September 30, 1997 include expenses associated with
public relations, corporate accounting and legal services, travel, lodging, 
advertising, local event promotions relating to the opening of the Myrtle
Beach Easyriders Cafe, and continuing advertising and promotion activities to 
increase public awareness and support of the Fresno, California Easyriders 
Cafe.  

     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.

Balance Sheet Information

     Assets

     As of September 30, 1997, the Company reported total assets of
$2,925,250, up $1,170,958 from the $1,754,292 reported as of December 31,
1996.  Total current assets as of September 30, 1997 were $799,318, up
$192,346 from the $606,972 reported as of December 31, 1996.  Property and
equipment - net was $1,877,128 as of September 30, 1997, up $903,680 from the
$973,448 reported as of December 31, 1996.  Total other assets were $248,804
as of September 30, 1997, up $74,932 from the $173,872 reported as of December
31, 1996.  The change in total assets reflects primarily an increase in
property and equipment - net and an increase in inventory associated with
acquiring additional equipment and inventory for the opening of the Company's
second location in Myrtle Beach, South Carolina.

     The change in current assets during the nine months ended September 30, 
1997, reflects an increase in cash and cash equivalents of $36,292, an
increase of inventory of $138,085, and an increase in prepaid expenses of
$17,954. Prepaid expenses reflect travel expenses and prepaid lodging for the
employee team deployed from Fresno to Myrtle Beach to open the new cafe there
and to hire and train new employees.

     Property and equipment - net consists primarily of furniture and
fixtures, including chairs, tables, barstools, stoves, coolers, work tables,
silverware, glassware, dish washing machines, refrigerators, ice machines,
lighting fixtures and other miscellaneous items.

     Other assets consist of deferred charges - net and deposits.  Deferred 
charges - net primarily reflect prepaid license fees and organizational costs 
net of accumulated amortization.  Deposits consist of rent deposits and 
deposits on leased equipment, furniture and fixtures.

     Liabilities

     Total current liabilities increased $558,590, from $207,708 as of
December 31, 1996, to $766,298 as of September 30, 1997.  The largest
component of current liabilities is accounts payable, which increased $512,582
from $154,975 as of December 31, 1996, to $667,557 as of September 30, 1997. 
This reflects the opening of the Myrtle Beach Easyriders Cafe and the
associated accounts receivable related to the tenant improvements and
inventory required prior to opening of Cafe to the public. Other increases in
current liabilities during the nine month period ended September 30, 1997 were
$15,517 in accrued expenses and $30,491 in customer deposits.

     Long-term liabilities increased $232,154 from $31,566 as of December 31, 
1996 to $263,720 as of September 30, 1997.  The increase in long-term 
liabilities was associated with the origination of a loan payable with a 
balance of $234,850 as of September 30, 1997. 

Liquidity and Capital Resources - September 30, 1997

     The Company received infusions of a significant amount of capital during 
the nine month period ended September 30, 1997.  Prior to becoming officers
and directors of the Company, the Company's Chairman of the Board of Directors
and the Company's Executive Vice President each purchased 192,300 shares of
the Company's common stock at an average cost of $1.30 per share for cash 
consideration totaling $250,000 each.  An unrelated party converted 
approximately $550,000 of debt to 234,429 shares of the Company's
common stock representing an average conversion price of $2.35 per share.
Other capital contributions by existing shareholders during this period of
time totaled $373,084.  The Company also received approximately $250,000 of
services rendered in satisfaction of a common stock subscription receivable.

     The Company's stockholders' equity increased $380,214 in the nine months 
ended September 30, 1997, from $1,515,018 reported as of December 31, 1996 to 
$1,895,232 reported as of September 30, 1997.  The increase reflects an 
infusion of approximately $1,904,749 in equity capital (including $250,000 of 
services and $231,665 of discount on convertible debenture issuance) reported
for the nine month period less a net loss of approximately $1,524,535 for the
same period. 

     The Company's most significant cash needs in 1997 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.

     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 4.  Submission of Matters to a Vote of Security Holders.

     On July 8, 1997, the Annual Meeting of the Shareholders of the Company
was held, at which the following persons were elected or re-elected as
directors of the Company by the votes indicated:

                                                              No. of
                                         Votes Against    Abstentions and
Name                   Votes For         or Withheld      Broker Non-Votes

John E. Martin         12,203,621               0                0
William R. Nordstrom   12,203,621               0                0
Michael T. Purcell     12,203,621               0                0
Leon Hatcher           12,203,621               0                0
C.W. Doyle             12,203,621               0                0


     There were 16,728,951 shares outstanding and entitled to vote at the July
8, 1997, Annual Shareholder Meeting, of which 12,203,621 shares were 
represented at the meeting.

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 September 30, 1997. 

                              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:  April 29, 1998     By:  /s/ William R. Nordstrom
                              -------------------------------------
                              William R. Nordstrom
                              Principal Financial Officer and 
                              Chief Accounting Officer


                    NEWRIDERS, INC. AND SUBSIDIARY
                      Consolidated Balance Sheets

<TABLE>
                                ASSETS

                                    September 30,    December 31,
                                        1997             1996
                                    -------------    ------------
                                    (Unaudited)   
                                    (as restated      (as restated
                                     see note 3)       see note 3)
CURRENT ASSETS 
<S>                                 <C>             <C>

  Cash and cash equivalents         $   56,339      $  20,047
  Accounts receivable                       15            - 
  Inventory                            722,975        584,890
  Prepaid expenses                      19,989          2,035 
                                     ---------      ---------             

     Total Current Assets              799,318        606,972
                                     ---------      ---------
PROPERTY AND EQUIPMENT - Net         1,877,128        973,448
                                     ---------      ---------
OTHER ASSETS

  Deferred charges - net               195,589        157,494
  Deposits                              53,215         16,378
                                     ---------      ---------
     Total Other Assets                248,804        173,872
                                     ---------      ---------

     TOTAL ASSETS                   $2,925,250    $ 1,754,292
                                     =========     ==========
</TABLE> 

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

<TABLE>
                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                       September 30,   December 31,
                                            1997          1996
                                       -------------   ------------
                                       (Unaudited)   
                                       (as restated    (as restated
                                        see note 3)     see note 3)
<S>                                    <C>             <C>
CURRENT LIABILITIES

  Accounts payable                     $   667,557      $  154,975          
  Accrued expenses                          40,527          25,010          
  Customer deposits                         30,491             -     
  Current obligation under capital lease    27,723          27,723
                                         ---------        --------
     Total Current Liabilities             766,298         207,708          
                                         ---------        --------

LONG-TERM LIABILITIES

  Loan payable                             234,850             -     
  Obligation under capital lease,
    Less current portion                    28,870          31,566
                                         ---------        --------
     Total Long-Term Liabilities           263,720          31,566
                                         ---------        --------
STOCKHOLDERS' EQUITY 

  Common stock; 25,000,000 shares 
   authorized of $0.001 par value; 
   16,787,029 and 16,168,000 shares
   issued and outstanding, 
   respectively                             16,787          16,168          
  Additional paid-in capital             5,225,122       3,570,992
  Common stock subscription receivable    (750,000)     (1,000,000)
  Accumulated deficit                   (2,596,677)     (1,072,142)
                                        ----------      ----------
     Total Stockholders' Equity          1,895,232       1,515,018
                                        ----------      ----------
     TOTAL LIABILITIES AND 
     STOCKHOLDERS' EQUITY            $   2,925,250     $ 1,754,292
                                        ==========      ==========
</TABLE>

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

               For the Three Months Ended        For the Nine Months Ended  
                     September 30,                       September 30,
               --------------------------        -------------------------
                   1997          1996               1997          1996     
               ------------    ----------        ------------  -----------
               (as restated                      (as restated
                see note 3)                       see note 3)
<S>    
                   <C>           <C>                <C>           <C> 
SALES              $ 1,277,473   $  276,388         $2,426,584    $  276,388

COST OF SALES          376,270       98,251          1,095,227        98,251
                    ----------    ---------          ---------     ---------
GROSS MARGIN           901,203      178,137          1,331,357       178,137
                    ----------    ---------          ---------     ---------
EXPENSES

 Selling, general 
 and administrative  1,268,755      338,791          2,514,213      366,295
  
 Depreciation and 
 amortization           34,700        4,940             99,338        9,880
                     ---------      -------          ---------      -------
    Total Expenses   1,303,455      343,731          2,613,551      376,175
                     ---------      -------          ---------      -------
    Loss from 
    Operations        (402,252)    (165,594)        (1,282,194)    (198,038)
                     ---------     --------          ---------      -------
OTHER INCOME (EXPENSE)

 Interest income           134          -                  207         - 
 Other income               27        2,281                426        2,281
 Non-cash interest
 expense              (231,665)         -             (231,665)        -
 Interest expense       (5,476)         -              (11,309)        -
 Bad debt expense          -            -                  -           - 
                        ------        -----             ------        -----
    Total Other Income 
    (Expense)         (236,980)       2,281           (242,341)       2,281
                      --------        -----           --------        -----
NET LOSS           $  (639,232)  $ (163,313)     $  (1,524,535)  $ (195,757)
                      ========      =======          =========      =======

NET LOSS PER 
 SHARE             $     (0.04)  $    (0.02)     $       (0.09)  $    (0.02)
                      ========      =======          =========      =======
WEIGHTED AVERAGE 
 NUMBER OF SHARES 
 OUTSTANDING        16,736,137   10,842,000         16,736,137   10,842,000
                    ==========   ==========         ==========   ==========

</TABLE>

                       NEWRIDERS, INC. AND SUBSIDIARY
               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,
 December 31, 1995  11,000,000   $11,000    $   755,756  $   -     $ (35,902)

Issuance of common 
 stock to acquire 
 New Riders Limited  4,581,000     4,581         58,110      -           -

Common stock issued 
 through private 
 placement at $2.50 
 per share              87,000        87        217,413      -           -

Common stock issued 
 for debt at and 
 average of $1.36 per 
 share                 158,000       158        214,749      -           -

Common stock subscrip-
 tion for future goods 
 and services          400,000       400        999,600  (1,000,000)     -

Common stock issued 
 for services          100,000       100        249,900      -           -

Capital contributed 
 by shareholders           -          -       1,496,080      -           -

Net loss for the year
 ended December 
 31, 1996                 -           -             -        -     (1,036,240)
                      ---------    -----      ---------  ---------- ---------

Balance,
 December 31, 1996  16,326,000    16,326      3,991,608 (1,000,000)(1,072,142)
 (Previously reported)

Correction of errors
 (Note 3)             (158,000)     (158)      (420,616)     -            - 
                      ---------    -----      ---------  ---------- ---------
Restated balance  
 December 31, 1996  16,168,000    16,168      3,570,992 (1,000,000)(1,072,142)
                    ==========   ==========   =========  =========  =========

Common stock issued 
 for cash at an 
 average of $1.30 
 per share  
 (Unaudited)           384,600       385        499,615      -            - 

Conversion of 
 convertible notes 
 into common stock
 at an average price 
 of $2.35 per share 
 (Unaudited)           234,429       234        549,766      -           -

Discount on convertible
debentures issuance       -           -         231,665      -           -

Services rendered in
 satisfaction of common
 stock subscription 
 receivable 
 (Unaudited)               -          -            -       250,000       -
 
Capital contributions 
 by shareholders 
 (Unaudited)              -           -         373,084        -         -
                      --------      -----    ----------  --------    --------
            
Balance forward    16,787,029     $16,787  $  5,225,122 $(750,000) $1,072,142)
                   ----------      ------    ----------   -------   ---------
</TABLE>











                       NEWRIDERS, INC. AND SUBSIDIARY
         Consolidated Statements of Stockholders' Equity (Continued)


<TABLE>                                                                        
                                                                      
                                                      Common
                        Common Stock      Additional  Stock
                   --------------------   Paid-in     Subscription Accumulated
                   Shares        Amount   Capital     Receivable   Deficit     
                   --------------------   ----------  ------------ -----------
<S>                <C>          <C>       <C>         <C>         <C> 
Balance forward    16,787,029   $16,787   $ 5,225,122 $(750,000)  $(1,072,142)

Net loss for the 
 nine months ended 
 September 30, 
 1997 (Unaudited)        -          -             -          -     (1,524,535)
                   ----------   -------    ----------  --------    ----------

Balance, September 
 30, 1997
 (Unaudited)       16,787,029   $16,787   $ 5,225,122 $(750,000)  $(2,596,677)
                   ==========    ======    ==========   =======     =========
</TABLE>


                    NEWRIDERS, INC. AND SUBSIDIARY
                 Consolidated Statements of Cash Flows
                             (Unaudited)

<TABLE>

                    For the Three Months Ended    For the Nine Months Ended  
                           September 30,                 September 30,
                    --------------------------    --------------------------
                       1997            1996          1997          1996
                    ----------      ----------    ----------     -----------
                    (as restated                  (as restated
                     see note 3)                   see note 3)
                              
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                    <C>             <C>           <C>           <C>    
 Net loss              $  (639,232)    $ (163,313)   $(1,524,535)  $ (195,757)
 Adjustments to 
 reconcile net loss to 
 net cash used by oper-
 ating activities:         
  Common stock issued 
   for services            125,000           -           250,000          - 
  Depreciation and 
   amortization             34,700          4,940         99,338        9,880
  Non-cash interest
   expense                 231,665           -           231,665          -  
  Changes in operating 
   assets and liabilities:
  (Increase) decrease 
   in accounts receivable      790         (1,009)          (15)          -
  (Increase) decrease in 
   inventory              (132,434)      (118,367)     (138,085)     (137,788)
  (Increase) decrease in 
   deferred charges        (54,315)        25,000       (38,095)          - 
  (Increase) decrease in 
   prepaid expenses        (19,989)        (4,131)      (17,954)          -
  (Increase) decrease in 
   deposits                (36,837)         1,715       (36,837)        4,929
  Increase (decrease) in 
   cash overdraft         (146,814)           -             -             -
  Increase (decrease) in 
   accounts payable and 
   accrued expenses         29,279         69,639       528,099        74,815
  Increase (decrease) in 
   customer deposits        30,491            -          30,491           -    
                          --------        -------      --------        ------ 
                          
   Net Cash Used by 
    Operating Activities  (577,696)      (185,526)     (615,928)     (243,921)
                           -------        -------       -------       ------- 

CASH FLOWS FROM INVESTING ACTIVITIES

 (Purchase) sale of fixed 
  assets                    29,754        (32,581)   (1,003,018)     (239,928)
                           -------        -------     ---------       -------
 
     Net Cash Used by 
     Investing Activities   29,754        (32,581)   (1,003,018)     (239,928)
                           -------        -------     ---------       -------


CASH FLOWS FROM FINANCING 
ACTIVITIES

  Cash provided from sale 
   of common stock            -              -          500,000          - 
  Proceeds from loans 
   payable                 234,850           -          234,850          -     
  Conversion of 
   convertible notes 
   into common stock       300,000           -          550,000          - 
  Payments on capital 
   lease obligation            -          (70,802)       (2,696)         - 
  Cash contributions to 
   capital                  69,431        352,062       373,084       521,131
                           -------        -------       -------       -------

    Net Cash Provided by
    Financing Activities   604,281        281,260     1,655,230       521,131
                           -------        -------     ---------       -------

NET INCREASE (DECREASE) 
IN CASH                     56,339         63,153        36,292        37,282

CASH AT BEGINNING OF 
PERIOD                         -           29,547        20,047        55,418
                           -------        -------     ---------       -------
CASH AT END OF PERIOD   $   56,339      $  92,700    $   56,339    $   92,700
                           =======        =======     =========       =======

CASH PAID FOR:

  Interest              $    5,476      $     -      $   11,309    $      -
  Income taxes          $      -        $     -      $      -      $      - 

NON CASH FINANCING ACTIVITIES:

 Common stock issued 
  for services          $  125,000      $     -      $  250,000     $     -    


</TABLE>


                    NEWRIDERS, INC. AND SUBSIDIARY
         Notes to Unaudited Consolidated Financial Statements 
         September 30, 1997 (Unaudited) and December 31, 1996


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 September 30, 1997 and for all periods
        presented have been made.

        Certain information and footnote disclosures normally included in
        consolidated financial statements prepared in accordance with general
        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, 1996 audited consolidated 
        financial statements.  The results of operations for the periods ended
        September 30, 1997 and 1996 are not necessarily indicative of the 
        operating results for the full year.

NOTE 2 - MATERIAL EVENTS

        In May 1997, the Company opened a new cafe location in Myrtle Beach, 
        South Carolina with the intention of opening a motorcycle retail and 
        repair facility at the same location in the near future.  The Company 
        has entered into a ten year lease agreement in conjunction with those 
        new facilities and has also acquired and leased certain operating 
        equipment used at this new location.  The Company has invested 
        approximately $1,000,000 in this operation financed primarily by 
        additional shareholder capital contributions including $600,000 
        advanced from unrelated parties of which $550,000 has been
        converted into 234,429 shares of common stock.

NOTE 3 - CORRECTION OF ERRORS

        Certain errors, resulting in an overstatement of previously reported
        assets and equity, were discovered.  Correction of these errors had no
        effect on previously reported net loss for the year ended December 31,
        1996.

        The following schedule details the nature and amount of each error:

            Overstatement of fixed assets                 $        (350,774)
            Overstatement of deferred charges                       (70,000)
            Overstatement of common stock                               158 
            Overstatement of additional paid-in capital             420,616 
 
               Net Change                                 $            =   

        Additionally, for the three months ended September 30, 1997, the
        Company restated its previously reported income statement and balance
        sheet for an error in recording the discount on convertible debenture
        issuance and the related amortization of the discount to non-cash
        interest expense of $231,665.