V TWIN ACQUISITIONS INC, 10SB12G/A, 1999-02-19

V TWIN ACQUISITIONS INC
10SB12G/A, 1999-02-19
MOTORCYCLES, BICYCLES & PARTS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-SB/A-3

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Pursuant To Section 12 (g) of the Securities Exchange Act of 1934

Commission File Number: 33-26767
000-24779

V-TWIN ACQUISITIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

District of Columbia 52-2110338
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1707 H St. N.W. #200
Washington, DC 20006
(Mail) 11708 Bowman Green Drive
Reston, VA 20190
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (703) 437-9886.

Securities to be registered under Section 12(g) of the Act:

Description of Securities Exchange Upon Which Registered
- ------------------------- ------------------------------

1,000,000 N/A
par value $.001 common
voting shares
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Item 1. Description of Business

V-Twin Acquisitions, Inc.

(A) Business Development

The Company, a corporation, was formed in Delaware on August 16, 1988, and
successfully completed a public offering through an S-18 registration. The
Company completed and closed the referenced offering, but never commenced its
requisite 10-K or 10-Q filings. The S-18 registration statement filed by
American Solid Fuel, Inc., SEC File No. 33-26767, registered 10,000,000 shares
for sale at $.015 per share on a "best efforts, mini-maxi" basis. The
registration went effective on August 2, 1989; $75,060 was raised through the
sale of the minimum offering of 5,000,000 shares; the offering was closed on May
1, 1990; the proceeds of the offering were used to pay attorneys' fees, rent,
administrative costs and auditing expenses; the business was set up as a "blind
pool". ASFI expended its offering proceeds to attain the threshold of
operational status, a status which was never achieved. The expenditures made to
attain this posture were attorney's fees and auditing expenses involved in
ASFI's offering, and intended business location rental and administrative
expenses related to the threshold operations that never commenced for the lack
of funds, since only the minimum, and never the maximum, funding amount was
raised. In July, 1998, as seen below, ASFI (renamed CIU) entered into a
statutory merger with a District of Columbia corporation, V-Twin Acquisitions,
Inc., with the latter District of Columbia company surviving. V-Twin was
incorporated in the District of Columbia on July 10, 1998 (see Exhibit 3 to Form
10-SB/A).

From its inception to the present, the Company has never been involved in any
form of bankruptcy (Chapter 13, 11 or 7, or other chapter) proceeding, nor has
it been involved in any receivership, liquidation or similar proceedings.

The Company was involved in a material reclassification, merger or
consolidation, in that it engaged in the referenced statutory merger with V-Twin
Acquisitions, Inc., a District of Columbia corporation, more fully described
herein. The statutory merger is reflected in Exhibit 2 to the Form 10-SB/A. The
term "statutory merger" concerns a merger in compliance with a statute, in this
case DC Code Section 29-364 and Section 29-366 through Section 29-369,
inclusive. The reason V-Twin's management believed that by virtue of the merger
the company could attain a public trading market for it shares was that CIU had
a shareholder base which V-Twin was desirous of obtaining through the
contemplated merger. The shareholders of CIU numbered 323 immediately prior to
the merger and V-Twin had two shareholders immediately prior to the merger. The
District of Columbia company, V-Twin Acquisitions, Inc. was formed initially to
actualize a motorcycle dealership with locations in Herndon and Springfield,
Virginia. The Company is the survivor of the merger, governed by District of
Columbia law, with Commercial Indemnity Underwriters, Inc. Through such merger,
V-Twin became the beneficiary of CIU's shareholder base, which consisted of 323
shareholders.

(B) Business of Issuer

(1) Principal products or services and their markets: From the Company's
inception to the present date, it has provided no principal products, nor has it

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produced any. Further, it has had no market for any of its products, since it
has produced none.

(2) Distribution methods of the products or services: The Company, from
its inception to the present date, having no products, also has no distribution
method for products.

(3) Status of any publicly announced new product or service: The Company
has not publicly announced any new product or service. Its planned new product
and business concept is reflected below under the heading of "Plan of
Operation", infra.

(4) Competitive Business Conditions: From its inception, to the present,
the Company has been dormant, and has had no active function. The Company's
forthcoming anticipated competitive position in its contemplated new industry is
reflected below under the heading of "Plan of Operation", infra.

(5) Sources of available raw materials and principal suppliers: Since its
inception, having entered dormant status, the Company, not actively engaged in
operation, had no sources of available raw materials, nor did it have principal
suppliers. The Company's new planned source of products and suppliers thereof is
reflected under the heading of "Plan of Operation", infra.

(6) Dependence on one or few major customers: Since its inception, and up
to the present date, the Company, remaining in non-operational status, has no
dependence upon any one or few major customers. Anticipated equivalent
dependence is reflected below under the heading of "Plan of Operation", infra.

(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements and/or Labor Contracts: Since its inception, due to the dormant
nature of its business activities, the Company holds no patents, trademarks,
licenses, franchises, concessions, royalty agreements and/or labor contracts.
The Company does intend to do so, in the future, however, and has provided in
detail for such business operation requirements in the portion hereof
designation "Plan of Operation", infra.

(8) Government approval of products or services: Since its inception to
the present date, as a result of the Company's dormant status, it has not been
subject to any requirement of government approval for its operations. The
Company anticipates that this will be the case for future operations. The
forthcoming impact of government regulation is addressed in "Plan of Operation",
infra.

(9) Effect of existing of probable governmental regulations on the
business: From its inception, to the present, the Company has been dormant, and
has had no active function. The Company's forthcoming anticipated effect of
existing probable government regulations on business in its contemplated new
industry is reflected below under the heading of "Plan of Operation", infra.

(10) Estimate of the amount spent during each of the last two fiscal
years on research and development activities, and if applicable the extent to
which the cost of such activities are borne directly by customers: From its
inception, to the present, the Company has been dormant, and has had no active
function. The Company, therefore, has not had any costs borne directly by
customers and

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only has experienced minimal research and development costs which were borne by
management, as is reflected further below under the heading of "Plan of
Operation", infra.

(11) Costs and effects of compliance with environmental laws (federal,
state and local): From its inception, to the present, the Company has been
dormant, and has had no active function. The Company anticipates complying, to
the extent required, with all applicable environmental laws (federal, state and
local).

(12) Number of total employees and number of full time employees: From
its inception, to the date of the merger, the Company has been dormant, and has
had no active function or employees. The Company's proposed acquisition will
have an effect on the number of statutory employees it will have and is
reflected below under the heading of "Plan of Operation", infra.

ASFI expended its offering proceeds to attain the threshold of operational
status, a status which was never achieved. The expenditures made to attain this
posture were attorney's fees and auditing expenses involved in ASFI's offering,
and intended business location rental and administrative expenses related to the
threshold operations that never commenced for the lack of funds, since only the
minimum, and never the maximum, funding amount was raised, as reflected in the
S-18 registration statement previously filed with the Securities and Exchange
Commission. Its only asset was its loss carried forward for income tax purposes.
It never filed a 10-K after the its offering was closed, and subsequently never
became a fully reporting company. Its name was changed in 1995 to Commercial
Indemnity Underwriters, Inc. At the close of the public offering referred to
above, ASFI had cash assets of $87,972. Its control shareholders of record
numbered five prior to the closing of the publicly registered minimum offering.
Please see Exhibit 99.1 attached hereto.

The District of Columbia company, V-Twin Acquisitions, Inc. was formed initially
to potentially acquire a motorcycle dealership with locations in Herndon and
Springfield, Virginia. The Company is the survivor of the merger with Commercial
Indemnity Underwriters, Inc., and because of the merger, as accomplished, the
surviving company (V-Twin), through such merger, is intended to partake of the
available benefits of the aforedescribed S-18 registration. This post effective
amended Form 10-SB registration statement is intended to establish the Company
as fully reporting, since its reporting status lapsed during its dormant period.

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

The following information should be read in conjunction with the audited
beginning financial statements and notes thereto appearing elsewhere in this
post effective amended Form 10-SB. The Company has had no revenue from
operations in each of the last two fiscal years, and has developed the below
listed Plan of Operation on a go-forward basis.

Plan of Operation

V-Twin Acquisitions, Inc. ("V-Twin Acquisitions" or the "Company") is a holding
company whose intended subsidiaries will function in retail sales of several
well known brands of motorcycles, personal watercraft, all terrain vehicles
("ATVs") and related parts and accessories. The Company's intended subsidiaries

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will also provide service for new and used motorcycles, all terrain vehicles and
Jet Ski type watercraft. In its present development stage, the Company intends
to focus its principal attention on the retail motorcycle market and to acquire,
consolidate and operate additional motorcycle retail subsidiaries. As of the
date of this filing, no other publicly traded company conducts business in this
market, to the Issuer's knowledge.

The Issuer, as a development stage company, has sufficient funds to satisfy its
cash requirements for the next 12 months, including its intended purchase of the
assets and liabilities of Cycle Sport, Inc., its first intended subsidiary.
Management has reached an agreement with the Seller to purchase those assets and
liabilities, on a bulk sale basis, for $300,000. Management has also projected
potential short term operating losses of a maximum of an additional $200,000, an
amount which the Registrant has on hand. The Issuer projects that its first
intended acquisition will re-attain profitability prior to any necessity to
raise additional operating funds. V-Twin intends to finance the described Cycle
Sport acquisition through the sale of the Century Industries shares it owns, and
through additional paid in capital from Ted Schwartzbeck and Jay Pignatello.

Mr. Schwartzbeck and Mr. Pignatello have committed to pay in additional capital
to V-Twin to finalize the purchase of Cycle Sport Unlimited, Inc.

At January 29, 1999, V-Twin had assets of $25,000 in cash and $119,000 in
marketable securities. The marketable securities consist of 350,000 common
shares of Century Industries, Inc. The price per share of the Century
Industries stock held by the Company was $.34 per share.

Century Industries, Inc. is a public company trading on the Philadelphia Stock
Exchange and the NASDAQ Bulletin Board, SEC File No. 0-9969. Century Industries
has common shares registered under the Securities and Exchange Act of 1934, and
quarterly and annual information on Century Industries can be found at the
website of the Securities and Exchange Commission at www.sec.gov. The price per
share of the Century Industries common stock owned by V-Twin was $.38 per share
at December 31, 1998 for a total market value of $133,000. The price per share
of the Century Industries common stock owned by V-Twin was $.69 per share at
September 30, 1998 for a total market value of $241,500. The price per share of
the Century Industries common stock owned by V-Twin was $.34 per share at
January 29, 1999 for a total market value of $119,000.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Prior to the date hereof, the Company has been deemed a development stage
company primarily engaged in the research required in connection with the
acquisition of franchised motorcycle dealerships. The Company has no sales
revenues and has had no income from any operations. Its only actions have been
to complete its initial capitalization, and to enter into an agreement to
purchase with the owners of its first proposed acquisition - the assets and
liabilities of Cycle Sport, Inc. The Contract for the Bulk Sale and Purchase of
Assets between the Registrant and Cycle Sport is attached hereto as Exhibit 10.

The Company had deposited $50,000 with the Seller's attorney as a good faith
deposit concurrent with the signing of a letter of intent. However, V-Twin has
recently finalized its Contract for Sale and Purchase of Assets with Cycle
Sport, Inc., on a Bulk Sale basis pursuant to the UCC and the applicable VA
Code. The Company is still in the process of complying with the Bulk Sale
Agreement with the Seller and counsel for Cycle Sport, Inc. and is moving
towards settlement.

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The most important conditions of the bulk sale purchase of Cycle Sport which
have not yet been satisfied are the transfer of the manufacturers' franchise
agreements and the secured floor plan financing arrangements through the
manufacturers. Without these transfers, the bulk purchase can not be
consummated. It should be noted that the technique to effectuate this
transaction is a "bulk sale" agreement under the Uniform Commercial Code ("UCC")
and the VA Code. This Bulk Sale is the purchase of assets and the assumption of
liabilities of the assets of a division of a going concern, with the intent of
the parties being that the purchaser will continue in the same business that the
seller operated, but as a new business. The Registrant is not purchasing any
income nor earnings, but will rely on the historical income numbers. No
undisclosed liabilities can surface, and no tax liabilities carry forward.

There will be continuity of the basic components of the company after the Bulk
Sale and Purchase of Assets of Cycle Sport is finalized. However, there are
factors outside of the control of either party (V-Twin, the buyer, and Cycle
Sport, the seller) which affect the closing of the Bulk Sale and Purchase of
Assets of Cycle Sport. Namely, these factors, as delineated in the amended Form
10-SB, Exhibit 10, Schedule D, are the transfer of the franchise or authorized
dealer agreements with the motorcycle manufacturers. Any change in control (such
as the one contemplated in V-Twin's agreement with Cycle Sport) must be accepted
by these entities, and, if not approved, then the Bulk Sale and Purchase of
Cycle Sport will not be consummated (see amended Form 10-SB, Exhibit 10, Page
13, Section 4.7 of Contract for Sale and Purchase of Assets). This
transfer/change in control provision can be seen in the amended Form 10-SB,
Exhibit 10, Schedule D, Yamaha Dealer Agreement, Page 5, Section 6
(Termination), paragraph (c), which deals with change in control. This also can
be seen in amended Form 10-SB, Exhibit 10, Schedule D, Suzuki Products Dealer
Agreement, page 12, Section 9 (Termination), paragraph 9.2 (6). Again, this can
be seen in the amended Form 10-SB, Exhibit 10, Schedule D, Kawasaki Authorized
Watercraft Dealer Sales and Service Agreement, Section 25, paragraph A and in
the amended Form 10-SB, Exhibit 10, Schedule D, Kawasaki Authorized Dealer Sales
and Service Agreement, Section 25, paragraph A. This also can be seen in the
amended Form 10-SB, Exhibit 10, Schedule D, Triumph Authorized Dealership
Agreement, page 20, Section 19. All of these sections can be summarized in that
any change in control from Cycle Sport to V-Twin needs to be approved by the
manufacturers, or there will be no change in control and the franchise agreement
would be terminated, which, ultimately, would result in the termination of the
Agreement between Cycle Sport and V-Twin.

Management's goal is to purchase Cycle Sport's assets, liabilities and major
motorcycle, Jet Ski and ATV franchises as a going business in its two locations
in Herndon and Springfield, VA, and to recapitalize and advertise the
dealership's products in order to bring the dealership back to the profitability
it enjoyed for its first 24 years of operations.

The total acquisition cost for Cycle Sport will be $300,000. The Company has a
deposit in escrow with Seller's counsel of $50,000, applicable to the purchase
price. The sources of funds the Company will use to finance such acquisition
will be from the proceeds of the sale of V-Twin's marketable securities in
Century Industries, Inc., or from funds provided by Ted Schwartzbeck and Jay
Pignatello.

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The Company believes it has sufficient cash and marketable securities on hand to
accomplish this proposed objective in the near two year term, as the Cycle Sport
dealership never had an annual loss which would create a "going concern"
problem. In 1997 the Springfield location maintained a break even status from
operations, and the Herndon location's loss from operations included its owner's
salary, without any investment in advertising. Its small operating loss was
consolidated with the present owner's profitable retail fitness business.

The Company functions as a development stage holding company, and proposes to
acquire certain operating subsidiaries, without any operations of its own, other
than its research and its related acquisition, legal, accounting, stock transfer
agent, and shareholder related record keeping responsibilities and concomitant
management costs on behalf of its subsidiaries, which will be defrayed through
management fees charged to its subsidiaries. The operations of the proposed
subsidiaries will be consolidated with the Company as a public parent, if the
acquisitions contemplated are consummated. The Company proposes that each
separate dealership will be a separate subsidiary corporation.

The fact that the Cycle Sport dealership is in the metropolitan Washington, DC
area, enjoys major product brands such as Kawasaki, Suzuki, Yamaha and Triumph,
is in a protected franchise territory, and is in a rising industry growing by
20% annually, gives it possible growth potential for the future.

Cycle Sport's motorcycle division is located in Springfield, Virginia and
Herndon, Virginia, and both areas are considered to be in the DC metropolitan
area. (See Washington Post - Real Estate section on Saturdays, with sales,
average income per household and other statistics, always referring to the
"Washington Metropolitan Area").

The Company has found its research from data taken from various internet sources
including, but not limited to, the Motorcycle Industry Council, Cycle News,
Harley Davidson's 10-K, various press releases disseminated by Reuters, Polaris
Industries, Excelsior Henderson Motorcycle Co., Harley Davidson, and the
regional sales statistics from the Yamaha Motorcycle Division of Yamaha
Industries. All of these authoritative sources report that the entire motorcycle
industry is growing considerably. The statement concerning "a rising industry
growing by 20% annually" is taken from several different sources, of which the
majority all cite the Motorcycle Industry Council as the source of their
statistics, infra.

More specifically, Mike Pasche published a paper for Sonoma State University
entitled "The Motorcycle Industry". A vast majority of his information came from
the Motorcycle Industry Council, the most active and complete fact gathering
organization about the motorcycle industry. He reported 31 million motorcycle
riders in the USA, leading golfing at 23 million, and being third to fishing at
41 million and camping at 47 million as activities. This paper is attached as
Exhibit 99.2 hereto.

Further, Reuters New Service, on September 30, 1998, reported in a News Release
about Harley Davidson motorcycles, that "new bike sales are up 20% in the first
seven months of 1998 over a year ago sales". Reuters reports Harley having a 47%
market share. Don Brown, an independent motorcycle industry analyst, is then
quoted as stating that "Harley's market share will be down an estimated 6.5%,

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while the Japanese brands are expected to gain 6.5% by year end". This release
is appended hereto as Exhibit 99.3.

In Harley Davidson's May, 1998 annual report, it states on page 3 that "During
1997 the worldwide heavyweight (651+CC) motorcycle market grew 15.7%... industry
registrations of domestic (U.S.) heavyweight motorcycles were up 14.8% (data
provided by the Motorcycle Industry Council." On page 8 of the Annual Report,
Harley provided a graph of heavyweight motorcycle sales of all brands in the US
for 1993-1997, from information derived from data published by R.L. Polk & Co.
Data was obtained from data published by the Motorcycle Industry Council.
Highlights are as follows:

1,000's of units sold 1997 1996 1995 1994 1993
---- ---- ---- ---- ----

190.2 165.7 151.2 140.8 123.8

We note (not Harley Davidson) that the annual percentages of increase year by
year are as follows:

14.79% 9.59% 7.4% 13.7% ---

The Harley Davidson annual report also graphs manufacturer percentage market
share for 1997 from the same data as follows:

Harley 49.1%
Honda 18.4%
Suzuki 10.1%
Kawasaki 10.4%
Yamaha 5.5%
Other 5.5%
--------------------
Total 100.0%

An informative article from Cycle News, quoting sales data from the Motorcycle
Industry Council, states that "with its figures tallied through March of 1998,
the MIC reports that motorcycle sales are up 20 percent across the board, with
perhaps the most interesting change coming in the playbike and
competition/off-road segments, which posted the highest percentage increase in
the market, at just over 26 percent." That article is attached hereto as Exhibit
99.5.

Finally, Yamaha Motor Corporation, USA provided Cycle Sport with their Industry
Comparison Data, based on MIC statistics from warranty registrations, for the
months from September, 1997 through March, 1998 for the Mid-Atlantic Region. The
report shows a 19% increase overall for all motorcycle and ATV manufacturers.
See attached Exhibit 99.6 hereto.

Other than the above acquisition target plan, the Company existed in a dormant
status only and has conducted no real business operations other than
identifying, researching and negotiating the acquisition of Cycle Sport's assets
and liabilities on a bulk sale basis.

The Company should not be considered an investment company under the Investment
Company Act of 1940 by virtue of the provisions found at 15 USC 80a-3, exempting
a company therefrom which has a business purpose other than the making of
investments, a fact which is manifest by virtue of V-Twin's plan to acquire, and

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operate motorcycle dealerships. In this regard, V-Twin relies upon Progress
Development Corporation v. Mitchell, 206 F.2d 222, 4 FR Serv.2d 895 (1961), a
case establishing that even the "40% test" is inapplicable to a company
primarily engaged in activities other than investments. Further, even a company
with 51% and 40% of two chain stores which actively controlled management was
held exempt from the 1940 Act. Re US Stores, 10 SEC 1145 (1942). As further
authority for V-Twin's position, please see Re Fresnillo Co., 42 SEC 551 (1965);
Re International Bank, 42 SEC 34 (1964); Re Frobsisker, Ltd., 27 SEC 944 (1948);
Re Broadway & 58th St. Corp., 12 SEC 1128 (1943) and Re US Foil, 9 SEC 22
(1941). In addition to the foregoing authority, one finds Re MA Hanwa Co., 10
SEC 581 (1941) and Manacker v. Reynolds, 39 Del Ch. 401, 165 A.2d 741 (1960).
Accordingly, V-Twin's plan to actively participate in the retail motorcycle,
water craft and ATV sales and service market reflects an intent not to act as an
investment company.

Liquidity and Capital Resources

The Company anticipates meeting its working capital needs during the current
fiscal year from capital raised through the common stock already sold to its
control shareholders and through additional paid in capital to be contributed
by Ted Schwartzbeck and Jay Pignatello. The Company is also investigating the
possibility of other financing to provide additional acquisition capital and to
further its acquisition program. Although management has not made any
arrangements or definitive agreements, the Company is contemplating both the
private placement of securities and/or a public offering. The Company does not
anticipate any working capital shortage in 1998, in view of its current assets
and assuming neither of these offerings take place.

The purchase of Cycle Sport Unlimited, Inc. by the Company will necessitate an
additional $250,000 in cash. Both Mr Schwartzbeck and Mr. Pignatello have
committed to paying in additional capital to V-Twin to cover the purchase price
of Cycle Sport Unlimited, Inc.

As of July 31, 1998, the Company had total assets of $50,148 in cash, and
$612,500 of marketable securities. The Company has no liabilities at July 31,
1998. As a subsequent event at September 27, 1998, the control shareholders
(Villa Beau Holdings, Ltd., Ted L. Schwartzbeck and A. Jay Pignatello), wrote to
the Registrant requesting that their contributions to the Company be
reclassified as additional paid in capital, as their shares were received for
the consideration they paid to the Company. The letters from the control
shareholders are attached as Exhibit 99.7.

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

A detailed description of the business of the first proposed acquisition is as
follows:

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Cycle Sport, Inc.

The Company has targeted its first intended acquisition, known as Cycle Sport, a
27 year old two store motorcycle, ATV and Jet Ski dealership in Herndon and
Springfield, Virginia. The Herndon location the Yamaha, Kawasaki, Suzuki, and
Triumph motorcycle and Jet Ski factory franchises. The Springfield store sells
only Yamaha and Triumph brand motorcycles, ATVs and Jet Skis.

The current new motorcycle, ATV and Jet Ski inventory exceeds approximately
$600,000 for both stores. Parts and accessories inventories exceed $300,000.
Used motorcycle inventory exceeds $100,000. These figures are based upon Cycle
Sport's books and records.

Cycle Sport sales in 1997 of motorcycles, Jet Ski's, parts, accessories and
service exceeded $4,000,000. These figures are based upon Cycle Sport's books
and records.

Four years ago, Cycle Sport's present owner used this motorcycle dealership as a
base for the establishment of 12 "physical fitness" stores with revenues now
exceeding $15,000,000, and was therefore unable to devote the time he used to
devote to the dealership. As a result, net income suffered somewhat for three
years, as gross profit margins suffered. For the prior 24 years the dealership
was profitable, based upon Cycle Sport's books and records. In addition, the
present owner offset the fitness operating profits with the motorcycle
division's small loss.

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The Company expects to pay $300,000 cash for the dealership's assets and
liabilities and Kawasaki, Yamaha, Suzuki and Triumph franchises, and must set
aside an additional $200,000 to recapitalize the dealership to bring it back to
profitability. These funds have been provided by the control shareholders of the
Issuer, and the funds will be invested by the Issuer in exchange for the assets
and liabilities of Cycle Sport. The purchase will include, on a bulk sale basis,
Cycle Sport's motorcycle, Jet Ski and ATV related assets and liabilities, which
will also include the assumption of the secured floor plan debt related to
motorcycle, ATV and Jet Ski inventory, and the franchises. The Company will
lease the Herndon premises from the present owner, and assume a lease on the
Springfield location.

PRODUCTS AND MARKETS

The Company's first proposed subsidiary is primarily engaged in retail sales of
several well known brands: Yamaha, Kawasaki, Suzuki and Triumph motorcycles,
ATVs and Jet Skis (personal watercraft), related parts and accessories, and the
service of these products.

Once the proposed acquisition of the Cycle Sport assets and liabilities are
completed, the Company's general market will be the retail motorcycle, ATV and
Jet Ski market, and related parts, accessories and service.

As recreational products, Cycle Sports Kawasaki, Yamaha, Suzuki and Triumph
motorcycles, and Yamaha and Kawasaki ATVs and Jet Skis 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.

Based on industry information, the Company believes that the typical customer
for heavyweight American touring and cruiser motorcycles is a male between the
ages of 35 and 65, with a household income of approximately $65,000. These
customers are generally experienced motorcycle riders who purchase motorcycles
for recreational purposes rather than for transportation. According to U.S.
Department of Commerce demographic surveys, the number of Americans that will
fall into the targeted age bracket is projected to increase by approximately 11%
over the next five years and by 19% over the next ten years. The 35 to 65 year
old age group also leads all age groups in annual spending per consumer on
recreational products and generally has greater disposable income than other age
groups.

The Company believes that an opportunity exists for dealership groups with
significant equity capital and experience in identifying, acquiring and
professionally managing dealerships, to acquire additional dealerships and
capitalize on changes in the motorcycle retailing industry. Motorcycle retailing
is a rapidly growing consumer retail market in the United States. The industry
ownership today is highly fragmented, with the majority of dealerships being
privately owned and operated. The Company believes that these factors, together
with increasing capital costs of opening new motorcycle dealerships, franchising
costs which require substantial inventories, the lack of alternative exit
strategies (especially for larger dealerships) and the aging of many dealership
owners provide attractive consolidation opportunities.

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In 1992, the Motorcycle Industry Council recorded that 31 million people rode a
motorcycle, scooter or ATV that year. With the variety of vehicles growing at a
significant rate, popularity is increasing. In comparison to other leisure
activities, motorcycling is surprisingly popular. In 1992, motorcycling was
enjoyed by 31 million people; golf had 23 million aficionados; fishing 41
million, and camping 47 million.

According to the Motorcycle Industry Council, motorcycle sales are up 20% across
the board, including a surprise in the playbike and competition/off road
segments, which increased 26%.

COMPETITION

As of the date of this filing, no other publicly traded company proposes to
conduct or conducts business in the retail motorcycle market, other than Polaris
Industries, which is now manufacturing the new American made Polaris motorcycle
which will be distributed through their own Polaris jet ski dealer network;
therefore, the Company will have no direct competition in the stock acquisition
arena at this time, although some competition will continue from investors
purchasing privately held and operated franchised dealerships.

The Company's competitive position within the industry will be largely
determined by its ability to offer major franchised brands which control over
60% of the present motorcycle market in America, and value and service to its
customers, both in the factory replacement parts retail sector and in the
service sector. The Company, as a holding company for retail dealerships and a
proposed consolidator of additional motorcycle dealerships, has no direct
competition insofar as it is a public company which proposes to purchase
motorcycle dealerships that are traditionally held by private owners. The vast
majority of motorcycle dealerships of all brands are single store operations
which are family owned style dealerships. There are very few buyers for these
dealerships as the average business buyer does not have any motorcycle
experience, or if they do, they can't afford the investment as the majority of
the dealerships are profitable and too expensive for individual small business
buyers. Motorcycle dealerships are also typically too small in revenues,
earnings and assets to interest most large business buyers.

DISTRIBUTION

During 1997, the majority of merchandise purchased by the Company's proposed
subsidiaries was shipped directly to the stores from their franchise
manufacturers: Kawasaki, Yamaha, Suzuki and Triumph Motorcycles. The balance of
the merchandise was 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's first proposed dealership and any subsequently acquired
dealerships will operate pursuant to franchise agreements between each
motorcycle manufacturer (or authorized distributor thereof) (the "Manufacturer")
and the proposed subsidiary of the Company that operates such dealership. The
Company is dependent to a significant extent on its relationship with such
Manufacturers for distribution (and subsequent sales) of motorcycles and related
products. The manufacturers protect the dealer's geographical sales area through
the franchise agreements, which provides for the dealer having an exclusive for

12
<PAGE> 13
each brand in its area with written protection from more franchises being issued
in those areas.

OPERATIONS

All phases of the Company's operations are subject to influences outside its
control. Any one, or a combination, of these factors could materially affect the
results of the Company's operations. 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 made by or on behalf of the Company are based on a knowledge of its
business and the environment in which it operates, but because of the factors
listed above, actual results may differ from those in the forward-looking
statements. Consequently, all of the forward-looking statements made are
qualified by these and other cautionary statements and there can be no assurance
that the actual results or developments anticipated by the Company 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 will experience significant seasonal fluctuations in motorcycle
sales, as summer sales are generally twice as great as winter sales, and weather
conditions, specifically a harsh and long winter season, always affect sales.

GOVERNMENT REGULATION

The success of sales of the motorcycles which the Company's subsidiary will be
franchised to sell depends upon compliance with certain government regulations.
The motorcycles which the Company will be franchised to sell 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. The
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. Finally, federal, state and local authorities have adopted
various standards relating to air, water, helmet rules and noise pollution that
may affect the Company's distributors' manufacturing operations and its own
retail markets. The Company expects that its future facilities will 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. To the degree that franchises are involved in
dealerships, the Federal Trade Commission has certain regulatory authority
thereover.

EMPLOYEES

As of July 31, 1998, the Company had no full-time employees. If the acquisition
of the assets and liabilities of Cycle Sport is successful, the Company will not
be subject to any collective bargaining agreements. The proposed subsidiary
already employs approximately 25 employees in sales, service and administration,
and the Company will provide those employees with health insurance. The Company

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<PAGE> 14
anticipates adding home office supervisory, marketing and administrative staff
as the Company acquires more franchised motorcycle dealerships.

CUSTOMER BASE

The Company will not be dependent on any one major or any few select customers;
all sales will be the result of comprehensive advertising campaigns, referrals
and re-sales to old customers. V-Twin Acquisition's first proposed subsidiary
and any subsequent subsidiaries will be, however, dependent on its manufacturers
to provide it with quality motorcycles (and associated parts and accessories) to
be sold to the public. The first subsidiary will enjoy the benefit of its
customers who have purchased various items from Cycle Sport for the past 27
years.

RESEARCH AND DEVELOPMENT

The Company has conducted specific research required in connection with the
acquisition of franchised motorcycle dealerships. Research and development is
limited to a study of the retail motorcycle industry, and finding, evaluating
and negotiating the purchase of financially sound motorcycle dealerships to be
acquired. Research and development is a critical factor to the Company only to
the extent that sound business decisions in finding and closing the purchase of
acquisitions in the unconsolidated motorcycle franchise market will lead to
success for the Company and its shareholders.

GROWTH STRATEGY

The Company plans to implement an acquisition program primarily by pursuing (i)
its first dealership in the District of Columbia/Northern Virginia metropolitan
and its growing suburban geographic markets, (ii) dealerships in other
geographic locations that will allow the Company to capitalize on regional
economies of scale, offer a greater breadth of products and services in any of
its markets or increase brand diversity, and (iii) dealerships in warm weather
geographical locations which will allow for year round sales, thereby enhancing
gross sales of motorcycles.

The Company will look to acquire dealerships in geographic markets it does not
currently serve, principally in the Eastern half of the United States. The
Company will target dealers having superior operational and financial
management, the cost of which can provide future earnings. Generally, the
Company will seek to retain the acquired dealerships' existing operational and
financial management, and thereby benefit from their market knowledge, customer
base and local reputation.

The Company will seek growth in its operations within existing markets by
acquiring dealerships that will increase the consolidated sales, and profits to
be made in those markets. These acquisitions should produce opportunities for
additional operating efficiencies, promote increased name recognition and
provide the Company with better opportunities for repeat and referral business.

The Company intends to grow significantly through the acquisition of additional
franchised motorcycle dealers. This strategy will entail reviewing and
potentially reorganizing acquired business operations, corporate infrastructure
and systems, and financial controls. Unforeseen expenses, difficulties, and

14
<PAGE> 15
delays frequently encountered in connection with rapid expansion through
acquisitions could inhibit the Company's growth and negatively impact
profitability. There can be 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. In addition, 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 returns required by the Company's acquisition
criteria. As of the date of this filing, the Company has no binding agreements
to effect any acquisitions and is not engaged in any active negotiations to
acquire any other dealers except Cycle Sport. The Company may issue Common
Stock, preferred stock, debt instruments, or incur substantial bank indebtedness
in making future acquisitions.

ANTI-TAKEOVER EFFECT OF ARTICLES AND BYLAW PROVISIONS

The Company's Articles of Incorporation provide that up to 25,000,000 shares of
Class A common stock and 25,000,000 Class B 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. The Board of
Directors is authorized to determine the rights, preferences, privileges and
restrictions granted to and imposed upon any unissued series of preferred stock
and to 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. The Board of Directors may 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. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or preventing a
change in control of the Company. The Company's Articles of Incorporation also
allow the Board of Directors to 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 TAX LAWS

The Company's operations depend upon a number of factors relating to or
affecting consumer spending for luxury goods, such as motorcycles. The Company's
operations may be adversely affected by unfavorable local, regional, or national
economic developments or by uncertainties regarding future economic prospects
that reduce consumer spending in the markets served by the Company. Consumer
spending on luxury goods can also be adversely affected as a result of declines
in consumer confidence levels, even if prevailing economic conditions are
favorable. In an economic downturn, consumer discretionary spending levels
generally decline, often resulting in disproportionately large reductions in the
sale of luxury goods. Similarly, rising interest rates could have a negative
impact on consumers' ability or willingness to finance motorcycle purchases,
which could also adversely affect the ability of the Company to sell its
products.

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<PAGE> 16
Local influences, such as corporate downsizing and military base closings, also
could adversely affect the Company's operations in certain markets. There can be
no assurance that the Company could maintain its profitability during any such
period of adverse economic conditions or low consumer confidence. 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 and could have a negative effect on the Company's sales.

DILUTION THROUGH ISSUANCE OF STOCK

The size, timing, and integration of any future acquisitions may cause
substantial fluctuations in operating results from quarter to quarter.
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 continue to grow through the acquisition of
additional dealers will depend upon (i) the availability of suitable acquisition
candidates at attractive purchase prices, (ii) the Company's ability to compete
effectively for available acquisition opportunities, and (iii) the availability
of funds or the market price of the Company's Common Stock with a sufficient
market price to complete the acquisitions. The Company's future growth through
acquisitions also will depend upon its ability to obtain the requisite
manufacturer approvals of franchise transfers. Alternatively, one or more
manufacturers may attempt to impose further restrictions on the Company in
connection with their approval of acquisitions.

MANUFACTURERS' CONSENT TO ACQUISITIONS AND MARKET EXPANSION

Dealer agreements with each proposed acquisition by its terms will require the
dealer to obtain consent from the Manufacturers of the franchised dealers'
motorcycles to any change in the ownership of the dealer. In determining whether
to approve acquisitions, manufacturers may consider many factors, including the
financial condition and ownership structure of the Company. Further,
manufacturers may impose conditions on granting their approvals for
acquisitions, including a limitation on the number of such manufacturers'
dealers that may be acquired by the Company. The Company's ability 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. There can be 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 entails expanding its product line and
geographic scope by obtaining additional distribution rights from its existing
and new manufacturers. While the Company believes it will be successful in
obtaining such distribution rights, there can be no assurance that such
distribution rights will be granted to the Company or that it can obtain
suitable alternative sources of supply if the Company is unable to obtain such
distribution rights.

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<PAGE> 17
MOTORCYCLE MANUFACTURERS' CONTROL OVER DEALERS

Historically, motorcycle manufacturers have exercised significant control over
their dealers, restricted them to specified geographic areas, and retained
approval rights over changes in ownership. The continuation of the Company's
dealer franchise agreements with certain manufacturers is contingent upon
several factors. Failure to meet the customer satisfaction and market share
goals set forth in any dealer agreement could result in the imposition of
additional conditions in subsequent dealer agreements, termination of such
dealer agreement by the manufacturer, limitations on inventory allocations,
reductions in reimbursement rates for warranty work performed by the dealer, or
denial of approval of future acquisitions. The Company's dealer agreements with
manufacturers give the Company the exclusive right to sell those manufacturers'
products within a given protected geographical area. Accordingly, a competing
manufacturer selling a different brand could authorize another dealer to start a
new dealership in proximity to one or more of the Company's locations, or an
existing competing dealer selling competing brands could move a dealership to a
location that would be directly competitive with the Company. Such an event
could have a material adverse effect on the Company and its operations; however,
Kawasaki, Yamaha, Suzuki and Honda Motorcycles currently own 62% of the retail
motorcycle sales market in the USA, and they protect their dealers' territories.

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 the Company finances future acquisitions in whole or
in part through the issuance of Common Stock or securities convertible into or
exercisable for Common Stock, existing stockholders will experience a dilution
in the voting power of their Common Stock and earnings per share could be
negatively impacted. The extent to which the Company will be able or willing to
use the Common Stock for acquisitions will depend on the market value of its
Common Stock from time to time and the willingness of potential sellers to
accept Common Stock as full or partial consideration. The inability of the
Company to use its Common Stock as consideration, to generate cash from
operations, or to obtain additional funding through debt or equity financings in
order to pursue its acquisition program could materially limit the Company's
growth.

Any borrowings made to finance future acquisitions or for operations could make
the Company more vulnerable to a downturn in its operating results, a downturn
in economic conditions, or increases in interest rates on borrowings that are
subject to interest rate fluctuations. If the Company's cash flow from
operations is insufficient to meet its debt service requirements, the Company
could be required to sell additional equity securities, refinance its
obligations, or dispose of assets in order to meet its debt service
requirements. In addition, it is likely any credit arrangements will contain
financial and operational covenants and other restrictions with which the
Company must comply, including limitations on capital expenditures and the
incurrence of additional 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. The failure to obtain sufficient financing on
favorable terms and conditions could have a material adverse effect on the

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<PAGE> 18
Company's growth prospects and its business, financial condition, and results of
operations.

IMPACT OF GENERAL ECONOMIC CONDITIONS AND DISCRETIONARY CONSUMER SPENDING

The Company's operations are dependent upon a number of factors relating to or
affecting consumer spending. The Company's operations may be adversely affected
by unfavorable local, regional or national economic developments or
uncertainties regarding future economic prospects that reduce consumer spending
in the markets served by the Company's stores. Consumer spending on
non-essential goods such as motorcycles can also be adversely affected due to
declines in consumer confidence levels, even if prevailing economic conditions
are positive. In an economic downturn, consumer discretionary spending levels
are also reduced, often resulting in disproportionately large declines in the
sale of high-dollar items such as motorcycles. During 1988 through 1990, the US
economy was severely depressed due to declines in the financial, oil and gas and
real estate markets. There can be no assurance that a similar economic downturn
might not recur in the United States or any other market or that the Company
could remain profitable during any such period. Similarly, rising interest rates
could have a negative impact on consumers' ability or willingness to obtain
financing from third-party lenders, which could also adversely affect the
ability of the Company to sell its products. Changes in federal and state tax
laws including, without limitation, the imposition or proposed adoption of
luxury or similar taxes on certain consumer products, could also influence
consumers' decisions to purchase products offered by the Company and could have
a negative effect on the Company's sales. Local influences such as corporate
downsizing and military base closings may adversely affect and may influence the
Company's operations in certain markets.

ITEM 3. DESCRIPTION OF PROPERTY OF THE PROPOSED SUBSIDIARY

Facility

The Company occupies leased office space at the rate of $100.00 per month at
1707 H Street, NW, #200 in Washington, DC, and such offices are suitable and
adequate for maintaining a registered office in the District of Columbia. The
proposed subsidiary facilities located at 632 Grant Street, Herndon, Virginia
20170 and 6603 Backlick Road, Springfield, Virginia 22150 will be leased from
the Seller (as indicated in Exhibit 10 to this post effective amended Form
10-SB) and are suitable and adequate for their intended use as a motorcycle
dealership. The Registrant's lease at 1707 H Street, NW in Washington, DC
includes payment for administrative services and office space for a term of at
least one (1) year, @ a rent of $100.00 monthly, renewable for one (1) year
periods after twelve (12) months have expired. The Registrant believes this
lease agreement is not material, as it is rented to maintain a registered
address. The Registrant intends to operate from the Cycle Sport Herndon location
upon its settlement of the bulk sale purchase of the assets and liabilities of
Cycle Sport, which includes leasing the 12,000 sq. ft. Herndon location from the
Seller, but will retain a registered District of Columbia registered address.

Additionally, the Registrant has finalized the lease payments it will pay to the
Seller with respect to the proposed Cycle Sport Herndon & Springfield locations,
as outlined in the attached Bulk Sales Agreement Exhibits E-1 and E-2 of Exhibit

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<PAGE> 19
10. The Company will pay $8,842 per month for the first year at Herndon, and
$4500 per month during 1999 at Springfield.

Investment Policies

The Company proposes to invest its capital and subsequent earnings, if any, in
the acquisition of additional major franchised motorcycle dealerships. Such an
acquisition program is a policy of acquiring assets primarily for income. Such
investments made are centered in motorcycles, parts, accessories and service
equipment related inventory, major franchise sales agreements, and real estate
if the motorcycle dealership's retail commercial real estate locations will be
purchased. If any real estate is purchased, the Company will limit itself to 2
mortgages when arranging financing, and the purchase of a dealership location
will only be considered when it facilitates the sale of the dealership's
motorcycles and related items.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables are intended as a visual description:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
All 5% persons:
Name of Amount of
Beneficial Beneficial
Title of Class Owner Owner Percent of Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Voting
(par value $.001)
Ted Schwartzbeck 219,030 21.90%
A. Jay Pignatello 109,515 10.95%
Villa Beau Holdings 219,030 10.95%
- --------------------------------------------------------------------------------
</TABLE>

The address for the above referenced 5% persons are: Ted L. Schwartzbeck, 43783
Michener Drive, Ashburn, VA 20147; Jay Pignatello, 4334 Gingham Ct., Alexandria,
VA 22310; Villa Beau Holdings, Ltd., 43 Elizabeth Street, Nassau, NP, Bahamas.
The principals of Villa Beau Holdings are: Clara Cespedes: Director, President;
Jose Tamarez, Esq.: Director, Secretary, control shareholder.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Management 5% persons:
Name of Amount of
Beneficial Beneficial
Title of Class Owner Owner Percent of Class
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Voting
(par value $.001)

Ted Schwartzbeck 219,030 21.90%
A. Jay Pignatello 109,515 10.95%
- --------------------------------------------------------------------------------
</TABLE>

As a subsequent event, 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.

On November 27, 1998, the Board of Directors voted unanimously to abolish the
Company's Class B shares and to have only one class of voting stock. It voted

19
<PAGE> 20
to re-issue a singular unitary class of shares, with equal voting rights of one
vote per share, to the previous Class B shareholders and the Class A
shareholders.

As the Class B shares of the Company have been exchanged for the single class of
common shares, there are no additional persons or entities which are known to be
the beneficial owner of more than 5% of the Company's single class of shares.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Company's Directors, Executive Officers, and their ages are:

Name Position Age
- -------------------- -------------------- ---

Ted Schwartzbeck Chairman 35

Mr. Schwartzbeck has been an Executive Officer of Century Steel Products, Inc.,
a specialty steel fabricator in Sterling, VA, since 1985, and a Director of its
parent company, Century Industries, Inc. (PHLX) since 1993.

David L. Settle Executive Counselor, 37
Director

Mr. Settle raced motocross motorcycles in Maryland and won several prestigious
races from 1974 through 1994, from age 13 through age 33. He completed his
racing days with the #5 plate in the Seniors class in the State of Maryland. He
subsequently served with the U.S. State Department for several years as
Supervisor of Foreign Embassy Elevator Maintenance, coordinating and supervising
a substantial field service force. Mr. Settle, as Executive Counselor, will
assume the responsibilities of president of V-Twin after the Cycle Sport
franchises have officially been transferred to V-Twin.

Jay Pignatello Exec. Vice-President, 28
Director, Secretary

Mr. Pignatello graduated from the University of Pennsylvania in 1992. He worked
at the law firms of Arent, Fox, Kintner, Plotkin & Kahn and Reed, Smith, Shaw &
McClay as a legal assistant from 1992 to 1996. In 1996 he worked as an Assistant
to the President of US Insurance Brokers, Inc. Since 1997, he has been a
Director and Vice President of Century Industries, Inc., a Philadelphia Stock
Exchange listed company.

Carolyn Mongold Director 42

Prior to joining the Company, Ms. Mongold was a commercial banker with Bank
Hapoalim located in Beverly Hills, California. Prior to joining Bank Hapoalim,
Ms. Mongold spent six years with Crocker Bank.

The above Directors are all elected annually, and all the Directors have served
since the Company's inception. All of the Directors were appointed to serve for
the calendar year of 1998 at the annual meeting.

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<PAGE> 21
ITEM 6. EXECUTIVE COMPENSATION

No Officer or Director receives any compensation from the Company. David Settle
will receive as salary as General Manager of the acquired dealership if it is
completed. The Officers contemplate receiving a moderate compensation package
for their efforts upon the completion of the purchase of a sufficient number of
dealerships to justify such compensation.

In the following table names have been abbreviated.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
V-Twin Acquisitions, Inc.
Name and Restricted All
Position Year Salary ($) Bonus Other($) stock awards Other
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jay Pignatello 1998 -0- -0- -0- -0- -0-
Ted Beck 1998 -0- -0- -0- -0- -0-
David L. Settle 1998 -0- -0- -0- -0- -0-
- --------------------------------------------------------------------------------
</TABLE>

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Cash consideration was paid to V-Twin Acquisitions by Jay Pignatello, Ted
Schwartzbeck and Villa Beau Holdings during July, 1998. As indicated in page
F-6, Note 3 of the notes to financial statements in this post effective amended
Form 10-SB, Mr. Pignatello paid $22,148; Mr. Schwartzbeck paid $8,000; and Villa
Beau paid $20,000. Mr. Pignatello's transaction occurred in several deposits
during July, 1998; Mr. Schwartzbeck's transaction occurred during July, 1998;
and Villa Beau's transaction occurred during July, 1998. Originally, these
transactions were accounted for as loans. However, as indicated in Exhibit 99.7
of the amended Form 10-SB as filed, Mr. Pignatello, Mr. Schwartzbeck and Villa
Beau Holdings requested that these transactions be accounted for as additional
paid in capital.

As a subsequent event at September 27, 1998, the control and one 5% shareholders
(Villa Beau Holdings, Ltd., Ted L. Schwartzbeck, and A. Jay Pignatello), have
written letters to the Registrant declaring that the consideration paid by the
control and 5% shareholders (Villa Beau Holdings, Ltd., Ted L. Schwartzbeck, and
A. Jay Pignatello) should be classified as additional paid in capital. These
letters from the control shareholders are attached as Exhibit 99.7.

Villa Beau exchanged its 350,000 Class A common shares of Century Industries for
219,030 Class A common shares (now a single common par value $.001 class) of
V-Twin Acquisitions, as further delineated in Note 3 to the audited Financial
Statements in the amended Form 10-SB.

There exists no affiliation between Villa Beau Holdings and the executive
officers and directors of V-Twin. There exists no affiliation between Villa Beau
Holdings and the executive officers and directors of Century Industries. As
delineated in Note 3 to the audited Financial Statements in this post effective
amended Form 10-SB, both Mr. Schwartzbeck and Mr. Pignatello are affiliated with
both Century Industries and V-Twin Acquisitions.

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<PAGE> 22
ITEM 8. LEGAL PROCEEDINGS

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

ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common shares are anticipated to trade on the NASDAQ Bulletin
Board by the Company placing a Section 240.15c2-11 on file with its sponsoring
broker dealer, and the Company becoming fully reporting upon this Form 10-SB
being declared effective. There exists no range of bid/asked information for the
Company's common voting shares for each quarter of the last two years.

There are approximately 325 stockholders which own the common shares.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

Within the past three years, the only sales of unregistered securities the
Company has undertaken have been the securities issued to the Registrant's
management and its 5% persons. Additionally, shares were distributed, on a one
for one basis, to the former CIU shareholders in the recent merger conducted
under the laws of the District of Columbia which are the subject matter of this
registration statement. No other securities have been sold by the Company.

As to recent sales of unregistered securities as required by Section 229.701
(Item 701), please note the following: (a) Securities sold: Mr. Pignatello,
109,515 common shares of V-Twin Acquisitions for $22,148 cash consideration; Mr.
Schwartzbeck, 109,515 common shares of V-Twin Acquisitions for $8,000 cash
consideration; (b) Underwriters and other purchasers: None; (c) Consideration -
see (a) above, and no underwriting discounts or commission paid; (d) Exemption
from Registration: There were only two persons, Mr. Schwartzbeck and Jay
Pignatello, who purchased any securities. The applicable exemption from
registration is, therefore, Section 4(2) and, further, the a priori,
determination of exemption from registration by virtue of no public offering and
fewer than 35 persons involved, commonly known as the "Ralston v. Purina"
doctrine.

Additionally, the distribution of shares for the former CIU shareholders and
Villa Beau Holdings was made under the Regulation D 504 exemption to the
requirement to register securities under the Securities Act of 1933. The value
of the shares distributed under the Regulation D 504 exemption was $780.97. This
represents 780,970 shares distributed multiplied by the par value of the shares
distributed, which was par value $.001. A copy of the Regulation D Rule 504 Form
D filed with the Commission is attached to this post effective amended Form
10-SB as Exhibit 99.8. Rule 145 might well also provide an exemption from
registration concerning this aforedescribed transaction, but the Registrant
chose to rely on Regulation D 504.

ITEM 11. DESCRIPTION OF SECURITIES

When the Company completed its statutory merger with Commercial Indemnity
Underwriters, Inc., on July 10, 1998, it was authorized to issue 25,000,000
common voting shares (par value $.001) and a second tier of 25,000,000 common
voting shares (par value $.001), and, upon completion of the statutory merger,
had 1,000,000 shares issued and outstanding.

22
<PAGE> 23
The Company is also authorized to issue 2,000,000 shares of Preferred Stock (par
value $.001), to be designated in one or more series at the discretion of the
Board of Directors. There are no shares of the Preferred Stock issued or
outstanding.

The Company attempted to register 808,727 shares of its initial Class A (par
value $.001) common voting shares and 191,273 of its initial Class B (par value
$.001) common voting shares by the filing of the original Form 10-SB, which went
effective through lapse of time on October 9, 1998. The former Class A and Class
B shares are now merged into a single class of par value $.001 common shares
with one vote per share. This second Form 10-SB/A is filed as a post effective
amendment.

The Company intends to commence trading on the NASDAQ OTC:BB through the
approval of a Section 240.15c2-11 being on file with a sponsoring NASD broker
dealer. This amended Form 10-SB in reference to the Company's par value $.001
common voting shares is filed as a post effective amendment.

The shareholders of all the common shares are entitled to: a) in a 1:1 ratio a
non-cumulative vote for each shareholder of record on all matters submitted to a
vote of the shareholders, b) full and equal rights to participate equally in and
to receive common stock dividends (if any) as may be declared by the Board of
Directors out of legally available funds, and c) to participate equally and
pro-rata in the distribution of any and all assets available for distribution
upon liquidation of the Company.

All shareholders have no pre-emptive rights to acquire additional shares of the
Company's common stock or any other of its securities, and all outstanding
shares of common stock are non-assessable.

On November 27, 1998, the Board of Directors voted unanimously to abolish the
Company's Class B shares and to have only one class of voting stock. It voted to
re-issue a singular unitary class of shares, with equal voting rights of one
vote per share, to the previous Class B shareholders and the Class A
shareholders.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

There exists no statute, provision in the charter, by-laws, contract or other
arrangements that insures or indemnifies a controlling person, director or
officer of the Company which effects his or her liability in his or her capacity
as a controlling person, director or officer of the Company.

23
<PAGE> 24
ITEM 13. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

V-TWIN ACQUISITIONS, INC.

REPORT OF INDEPENDENT AUDITOR F-1

BALANCE SHEET F-2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY F-3

NOTES TO FINANCIAL STATEMENTS F-4 through F-7

24
<PAGE> 25
[KLIPFEL & ASSOCIATES, L.L.C. ACCOUNTANTS AND FINANCIAL CONSULTANTS LETTERHEAD]

REPORT OF INDEPENDENT ACCOUNTANT

Board of Directors
V-Twin Acquisitions, Inc.
1707 H Street, NW #200
Washington DC 20006

We have audited the accompanying balance sheet of V-Twin Acquisitions,
Inc. as of July 31, 1998, and subsequently provided the consolidated statements
of stockholders' equity as of July 31, 1998 in January, 1999. Additionally,
another paragraph was added to our Note 2 - "Proposed Acquisitions" in January,
1999, and further amendment has been made pursuant to Securities & Exchange
Commission Staff requests in Note 1 to the Financial Statements, as well as the
corrections to the Balance Sheet, in February, 1999.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet and consolidated statements
of stockholders' equity is free of material misstatement. We believe our audit
provides a reasonable basis for our opinion.

In our opinion, the above referenced financial statement presents fairly,
in all material respects, the financial position of V-Twin Acquisitions, Inc.,
as of July 31, 1998, conforming with generally accepted accounting principles.

KLIPFEL & ASSOCIATES, LLC
- ---------------------------------------
Klipfel & Associates, LLC
Certified Public Accountants
Alexandria, VA
August 10, 1998

F-1
<PAGE> 26
V-Twin Acquisitions, Inc.

(A Development Stage Company)

Balance Sheet

July 31, 1998

ASSETS

<TABLE>
<S> <C>
Current Assets
- --------------

Cash and Cash Equivalents $ 50,148
Marketable Securities
(available for sale or trading) 448,000
-------

Total Assets 498,148
=======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities $ - 0 -
- -------------------

Stockholders' Equity
- --------------------

Common Stock, Class A, 25,000,000 shares
authorized, 808,727 shares issued and outstanding 809

Common Stock, Class B, 25,000,000 shares
authorized, 191,273 shares issued and outstanding 191

Additional Paid in Capital 497,148

Total Stockholders' Equity 498,148
-------

Total Liabilities and Stockholders' Equity 498,148
-------
</TABLE>

- See Accompanying Notes to Financial Statement -

F-2
<PAGE> 27
V-TWIN ACQUISITIONS, INC.
(A DEVELOPMENT STAGE COMPANY, FORMERLY COMMERCIAL INDEMNITY UNDERWRITERS, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the One Month Ended July 31, 1998 and the Twelve Months Ended December 31,
1997

<TABLE>
<CAPTION>
Common Common Additional
Common Stock Stock Paid-In Treasury Total
Stock Class A Class B Capital Stock Stockholders'
CIU V-Twin V-Twin V-Twin CIU Equity
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1997 $1,000 ($667) $ 333
--------------------------------------------------------------------------

Balance June 30, 1998 $1,000 ($667) $ 333

Exchange of 1,000,000 shares
outstanding of CIU common
stock for:
808,727 shares outstanding of
V-Twin Class A common stock
(par value $.001) $ 809 $ 809
and
191,273 shares outstanding of
V-Twin Class B common stock
(par value $.001) $ 191 $ 191

$448,000 Additional Paid in Capital
from Villa Beau as of 7-31-98
(in CNTI shares valued at $1.28
per share at 7-31-98) $448,000 $ 448,000

$50,148 Additional Paid In Capital
(cash) from Ted Schwartzbeck,
Jay Pignatello and Villa Beau $ 50,148 $ 50,148

[Less Par Value for V-Twin
Shares Outstanding] ($ 1,000) ($ 1,000)
CIU Treasury Stock retired as a
result of merger with V-Twin ($1,000) $667 ($ 333)
--------------------------------------------------------------------------
Balance July 31, 1998 $0 $809 $191 $497,148 $0 $ 498,148
</TABLE>

F-3
<PAGE> 28
V-Twin Acquisitions, Inc.
(A Development Stage Company)

Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - The Company was organized under the laws of the District of
Columbia on July 10, 1998. During July, 1998, the Company completed a merger
with Commercial Indemnity Underwriters, Inc. ("CIU") with the Company becoming
the surviving entity from the merger. The Company is considered a development
stage company and during July, 1998, did not engage in any business activities.
As such there is no statement of operations and no statement of cash flows
contained in this audit.

CIU was formerly known as American Solid Fuel, Inc. ("ASFI") and had remained
dormant until its merger with the Company. ASFI was formed in August, 1988, and
successfully completed a public offering through an S-18 registration. CIU
(formerly ASFI) had no assets, liabilities, and income and expenditures from
operations, so there was no historical carry-over basis.

Prior to the merger between CIU and V-Twin, V-Twin was controlled by Ted
Schwartzbeck and Jay Pignatello by virtue of the ownership of two common voting
shares of V-Twin, and CIU was controlled by Clara Cespedes, by virtue of her
ownership of a majority of the CIU shares. Simultaneous with the merger, Ms.
Cespedes gave certain of her V-Twin shares to Mr. Schwartzbeck and Mr.
Pignatello, in view of their contribution to V-Twin of cash, a go-forward
business plan, and the right to purchase the assets and liabilities of Cycle
Sport, Inc. Dr. Davila, a shareholder of ASFI, served as V-Twin's beginning
president, in order to assure that the ASFI shareholders would receive their
V-Twin shares after the merger. Dr. Davila subsequently resigned.

The CIU/V-Twin merger transaction consisted of the following facts: CIU
(formerly ASFI), as one party to the merger, was a dormant company with no
assets, liabilities, income or expenses for eight years. Its common shares were
distributed to both the control shareholder and the public investors who
originally purchased the minimum ASFI offering registered under the then S-18
registration provisions of the Securities Act of 1933. The other party, V-Twin,
was a development stage enterprise formed to activate the motorcycle dealership
purchase business plan. V-Twin's control shareholders further capitalized V-Twin
in order to effectuate the business plan.

The basis for the merger agreement between the parties was that V-Twin would
provide substance for the merged companies, thereby providing the ASFI
shareholders with an opportunity to ultimately recover their original investment
in their then worthless ASFI shares, and V-Twin would survive as a registered
public company with a shareholder base

F-4
<PAGE> 29
and without needing to locate an underwriter and carry the extraordinary expense
of "going public" through a new registration.

This merger is considered a reverse merger and recapitalization. The merger
between V-Twin and CIU occurred in July, 1998. The merger resulted in the
exchange of shares between V-Twin, the acquiror, and CIU's (formerly ASFI)
shareholders, which took place at July 31, 1998.

V-Twin's policy is to classify and account its investment in marketable
securities at their market value as of the balance sheet date. The marketable
securities of Century Industries on the balance sheet had a market value of
$1.28 per share at July 31, 1998.

The fiscal year for the Company is June 30.

NOTE 2 - PROPOSED ACQUISITIONS

The Company's future business operations are contingent upon completing a
proposed acquisition of a retail motorcycle dealership known as Cycle Sport
Unlimited, Inc., based in Herndon, Virginia. Management's business strategy is
to use a successful completion of Cycle Sport Unlimited, Inc. as a springboard
to future acquisitions of similar motorcycle dealerships. As of the date of this
financial statement the proposed acquisition of Cycle Sport Unlimited, Inc. has
not been finalized. Management has not identified any other cycle dealership
that it is considering for a proposed future acquisition.

There will be continuity of the basis components of Cycle Sport after the Bulk
Sale and Purchase of Assets of Cycle Sport is completed by V-Twin. However,
there are factors outside the control of either party (V-Twin - the purchaser;
Cycle Sport - the seller) that affect the closing of the Bulk Sale and Purchase
of Assets of Cycle Sport. These factors are the franchise or authorized dealer
agreements with the motorcycle manufacturers and floor plan financing companies.

Any change in control (such as the one contemplated in V-Twin's agreement with
Cycle Sport) must be accepted by these entities, and, if not approved, then the
Bulk Sale and Purchase of Cycle Sport will not be consummated, as delineated in
the Contract between Cycle Sport and V-Twin. This transfer/change in control
provision can be seen in every one of the dealership agreements that are part of
the Agreement between Cycle Sport and V-Twin.

In summary, any change in control from Cycle Sport to V-Twin needs to be
approved by the manufacturers, or there will be no change in control and the
franchise agreement will be terminated, which, ultimately, would result in the
termination of the Agreement between Cycle Sport and V-Twin.

F-5
<PAGE> 30
NOTE 3 - RELATED PARTY TRANSACTIONS

During the period ended July 31, 1998, the Company received cash consideration
from shareholders. The consideration was deposited in the Company's checking
account:

Shareholder Amount
----------- ------
A. Jay Pignatello $22,148
Villa Beau Holdings $20,000
Ted Schwartzbeck $ 8,000

The consideration was booked as additional paid in capital.

The Company's largest holder of its Class A common stock is Villa Beau Holdings,
Ltd., a company incorporated in the Bahamas. As consideration for acquiring its
219,030 shares in the Company, Villa Beau Holdings, Ltd. transferred to the
Company 350,000 shares of the Class A common stock of Century Industries, Inc.,
which is a US based company whose stock is traded on the Philadelphia Stock
Exchange. At the time of this exchange (July 31, 1998) between the Company and
Villa Beau Holdings, Ltd., the 350,000 shares in Century Industries had a market
value of $448,000. The value of the shares contributed by Villa Beau Holdings
was $1.28 per share at the transaction date of July 31, 1998.

The date for the above referenced transactions was July 31, 1998.

The vice president, treasurer and secretary of the Company, Mr. Jay Pignatello,
is also a director of the Company. He sits on the Board of Directors of Century
Industries, Inc. The Chairman of the Board of the Company, Mr. Ted Schwartzbeck,
is president of Century Steel Products, Inc., a wholly owned subsidiary of
Century Industries, Inc.

Management Compensation - There will be no compensation expense until the Bulk
Sale purchase of Cycle Sport Unlimited, Inc. is consummated.

NOTE 4 - INCOME TAXES

Paragraph 43 of FASB statement 109 refers to the financial statement disclosure
of net deferred tax liability or asset. V-Twin has no tax deferred liabilities
or deferred tax assets.

NOTE 5 - CONSOLIDATION OF INTERESTS

In 1996, American Solid Fuel, Inc. ("ASFI") changed its corporate name to
Commercial Indemnity Underwriters, Inc. ("CIU"). CIU has been in a dormant
status since 1990. The proceeds of the ASFI S-18 registration statement were
expended on various costs and fees. CIU has not had any operating income and
expenditures since 1990. CIU had a fiscal year of June 30.

F-6
<PAGE> 31
NOTE 6 - BULK PURCHASE

V-Twin has proposed to acquire the assets and liabilities of Cycle Sport
Unlimited, Inc. through a bulk sale purchase of assets and liabilities. V-Twin
is currently a Development Stage Company.

NOTE 7 - LEASES

The Company has leased office space at 1707 H Street, NW, Washington, DC. The
terms of the lease include the payment of $100 each month to the lessor - BEB
Enterprises. The lease is renewable after the conclusion of one 12 month period.
The lease began July 1, 1998, and is renewable in July, 1999.

F-7
<PAGE> 32
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There are not now, nor have there been, disagreements with the Company's
presently engaged accountants, Klipfel & Associates, LLC.

ITEM 15. FINANCIAL STATEMENTS

On July 10, 1998, the Company completed the statutory merger with
Commercial Indemnity Underwriters, Inc. This transaction has been accounted for
as a statutory merger, with the Company designated as the survivor. The most
current Financial Statement available for the Company can be found under Item 13
hereinabove.

SIGNATURE

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

February 17, 1999

V-Twin Acquisitions, Inc.

/s/ Ted L. Schwartzbeck
- -------------------------------------
Ted L. Schwartzbeck, Chairman and CEO

/s/ A. Jay Pignatello
- -------------------------------------
A. Jay Pignatello, Director and Secretary

25
<PAGE> 33
The following Exhibits are attached as required by Small Business Issuers:

(l) Underwriting agreement. Not applicable.

(2) Plan of acquisition, reorganization, arrangement, liquidation or
succession. Incorporated by reference through previously filed Form 10-SB
registration statement and amendments.

(3) Articles of Incorporation and by-laws. Incorporated by reference through
previously filed Form 10-SB registration statement and amendments.

(4) Instruments defining rights of holders. Not applicable.

(5) Opinion re legality. Not applicable.

(6) No Exhibit required.

(7) Opinion re liquidation preference. Not applicable.

(8) Opinion re tax matters. Not applicable.

(9) Voting trust agreement. Not applicable.

(10) Material contracts. Incorporated by reference through previously filed
Form 10-SB registration statement and amendments.

(11) Statement re computation of per share earnings. Not applicable.

(12) No Exhibit required.

(13) Annual or quarterly reports, Form 10-Q or quarterly report to security
holders. Not applicable.

(14) Material foreign patents. Not applicable.

(15) Letter on unaudited interim financial information. Not applicable.

(16) Letter on change in certifying accountant. Not applicable.

(17) Letter on director resignation. Not applicable.

(18) Letter re change in accounting principles. Not applicable.

(19) Report furnished to security holders. Not applicable.

(20) Other documents or statements to security holders. Not applicable.

(21) Subsidiaries of the registrant. Not applicable.

(22) Published report regarding matters submitted to vote of security holders.
Not applicable.

(23) Consents of experts and counsel. Not applicable.

26
<PAGE> 34
(24) Power of attorney. Not applicable.

(25) Statement of eligibility of trustee. Not applicable.

(26) Invitations for competitive bids. Not applicable.

(27) Financial data schedule. Incorporated by reference through previously
filed Form 10-SB registration statement and amendments.

(28) Information from reports furnished to state insurance authorities. Not
applicable.

(29) Through (98) [RESERVED]

(99) Additional Exhibits. Incorporated by reference through previously filed
Form 10-SB registration statement and amendments, except for 99.8.

(99.1) American Solid Fuel, Inc. S-18 effective notice dated August 2,
1989 and Prospectus. Incorporated by reference through previously
filed Form 10-SB registration statement and amendments.

(99.2) "The Motorcycle Industry" by Mike Paschke. Incorporated by
reference through previously filed Form 10-SB registration
statement and amendments.

(99.3) Reuters News Release - "Harley Rides Out US Motorcycle Boom".
Incorporated by reference through previously filed Form 10-SB
registration statement and amendments.

(99.4) Antitrust Law and Economic Review by Charles E. Mueller.
Incorporated by reference through previously filed Form 10-SB
registration statement and amendments.

(99.5) Cycle News - "In the Wind". Incorporated by reference through
previously filed Form 10-SB registration statement and
amendments.

(99.6) 1998 Yamaha Industry Comparison Data. Incorporated by reference
through previously filed Form 10-SB registration statement and
amendments.

(99.7) V-Twin control shareholders letters re: additional paid in
capital. Incorporated by reference through previously filed Form
10-SB registration statement and amendments.

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

<PAGE> 1
EXHIBIT 99.8

Form D - Notice of Sale of Securities Pursuant to Regulation D, Section 4(6),
and/or Uniform Limited Offering Exemption - V-Twin Acquisitions Exchange
Offering. Attached hereto.
<PAGE> 2
FORM D --------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0076
Expires: August 31, 1998
Estimated average burden
hours per response...16.00
--------------------------
------------------------
SEC USE ONLY
------------------------
Prefix Serial
------------------------
DATE RECEIVED
------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM D

NOTICE OF SALE OF SECURITIES
PURSUANT TO REGULATION D,
SECTION 4(6), AND/OR
UNIFORM LIMITED OFFERING EXEMPTION

- --------------------------------------------------------------------------------
Name of Offering ([ ] check if this is an amendment and name has changed, and
indicate change.)

V-TWIN ACQUISITIONS EXCHANGE OFFERING
- --------------------------------------------------------------------------------
Filing Under (Check box(es) that apply): [X] Rule 504 [ ] Rule 505
[ ] Rule 506 [ ] Section 4(6)
[ ] ULOE

Type of Filing: [X] New Filing [ ] Amendment
- --------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- --------------------------------------------------------------------------------
1. Enter the information requested about the issuer
- --------------------------------------------------------------------------------
Name of Issuer ([ ] check if this is an amendment and name has changed, and
indicate change.)

V-TWIN ACQUISITIONS, INC.
- --------------------------------------------------------------------------------

<TABLE>

<S> <C>
Address of Executive Offices (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
1707 H ST. NW #200 WASH, DC 20006 (703) 437 9886
- ----------------------------------------------------------------------------------------------------------------------------
Address of Principal Business Operations (Number and Street, City, State, Zip Code) Telephone Number (Including Area Code)
(if different from Executive Offices)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Brief Description of Business TO ACQUIRE ASSETS OF MOTORCYCLE DEALERSHIPS IN
THE DISTRICT OF COLUMBIA METROPOLITAN AREA AND TO BE IN BUSINESS FOR
PECUNIARY GAIN.

<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------
Type of Business Organization
[X] corporation [ ] limited partnership, already formed [ ] other (pleased specify):
[ ] business trust [ ] limited partnership, to be formed
- -----------------------------------------------------------------------------------------------------------------------------
Month Year
------- -------
<S> <C>
Actual or Estimated Date of Incorporation or Organization: 07 98 [XX] Actual [ ] Estimated
Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service
abbreviation for State:
CN for Canada; FN for other foreign
jurisdiction) [D][C]
</TABLE>
================================================================================
GENERAL INSTRUCTIONS

FEDERAL:
Who Must File: All issuers making an offering of securities in reliance on an
exemption under Regulation D or Section 4(6), 17 CFR 230.501 et seq. or 15
U.S.C. 77d(6).

When to File: A notice must be filed no later than 15 days after the first
sale of securities in the offering. A notice is deemed filed with the U.S.
Securities and Exchange Commission (SEC) on the earlier of the date it is
received by the SEC at the address given below or, if received at that address
after the date on which it is due, on the date it was mailed by United States
registered or certified mail to that address.

Where to File: U.S. Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549.

Copies Required: Five (5) copies of this notice must be filed with the SEC,
one of which must be manually signed. Any copies not manually signed must be
photocopies of the manually signed copy or bear typed or printed signatures.

Information Required: A new filing must contain all information requested.
Amendments need only report the name of the issuer and offering, any changes
thereto, the information requested in Part C, and any material changes from the
information previously supplied in Parts A and B. Part E and the Appendix need
not be filed with the SEC.

Filing Fee: There is no federal filing fee.

STATE:
This notice shall be used to indicate reliance on the Uniform Limited Offering
Exemption (ULOE) for sales of securities in those states that have adopted
ULOE and that have adopted this form. Issuers relying on ULOE must file a
separate notice with the Securities Administrator in each state where sales are
to be, or have been made. If a state requires the payment of a fee as a
precondition to the claim for the exemption, a fee in the proper amount shall
accompany this form. This notice shall be filed in the appropriate states in
accordance with state law. The Appendix to the notice constitutes a part of
this notice and must be completed.

- ---------------------------------ATTENTION--------------------------------------
FAILURE TO FILE NOTICE IN THE APPROPRIATE STATES WILL NOT RESULT IN A LOSS OF
THE FEDERAL EXEMPTION. CONVERSELY, FAILURE TO FILE THE APPROPRIATE FEDERAL
NOTICE WILL NOT RESULT IN A LOSS OF AN AVAILABLE STATE EXEMPTION UNLESS SUCH
EXEMPTION IS PREDICATED ON THE FILING OF A FEDERAL NOTICE.
- --------------------------------------------------------------------------------

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 1972(2-97) 1 OF 8
<PAGE> 3
- --------------------------------------------------------------------------------
A. BASIC IDENTIFICATION DATA
- --------------------------------------------------------------------------------
2. Enter the information requested for the following:

- Each promoter of the issuer, if the issuer has been organized within the
past five years;

- Each beneficial owner having the power to vote or dispose, or direct the
vote or disposition of, 10% or more of a class of equity securities of the
issuer;

- Each executive officer and director of corporate issuers and of corporate
general and managing partners of partnership issuers; and

- Each general and managing partner of partnership issuers.
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [X] Beneficial Owner
[X] Executive Officer
[X] Director [ ] General and/or
Managing Partner
- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)

SCHWARTZBECK, THEODORE L.
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)

1707 H St. NW #200 WASHINGTON DC 20006
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [X] Beneficial Owner
[X] Executive Officer
[X] Director [ ] General and/or
Managing Partner
- --------------------------------------------------------------------------------
Full Name ( Last name first, if individual)
PIGNATELLO, ANTHONY J.
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)
1707 H ST., NW #200 WASHINGTON DC 20006
- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner
[ ] Executive Officer
[ ] Director [ ] General and/or
Managing Partner
- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)

- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)

- --------------------------------------------------------------------------------
Check Box(es) that Apply: [ ] Promoter [ ] Beneficial Owner
[ ] Executive Officer
[ ] Director [ ] General and/or
Managing Partner
- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)

- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)

- --------------------------------------------------------------------------------
(Use blank sheet, or copy and use additional copies of this sheet,
as necessary.)

2 of 8
<PAGE> 4
- --------------------------------------------------------------------------------
B. INFORMATION ABOUT OFFERING
- --------------------------------------------------------------------------------

1. Has the issuer sold, or does the issuer intend to sell, to Yes No
non-accredited investors in this offering?................... [ ] [X]
Answer also in Appendix, Column 2, if filing under ULOE.
2. What is the minimum investment that will be accepted from any
individual? SHARE EXCHANGE
.................................................. 1 share
-------

3. Does the offering permit joint ownership of a single unit? Yes No
[X] [ ]

4. Enter the information requested for each person who has been
or will be paid or given, directly or indirectly, any
commission or similar remuneration for solicitation of
purchasers in connection with sales of securities in the
offering. If a person to be listed is an associated person or
agent of a broker or dealer registered with the SEC and/or
with a state or states, list the name of the broker or dealer.
If more than five (5) persons to be listed are associated
persons of such a broker or dealer, you may set forth the
information for that broker or dealer only..

- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)

NO COMMISSIONS WILL BE OR HAVE BEEN GIVEN, DIRECTLY OR INDIRECTLY,
- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)

IN CONNECTION WITH THIS EXCHANGE OFFERING.
- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer

- --------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers

(Check "All States" or check individual States).............. [ ] All States

[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [XX] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)

- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)

- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer

- --------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers

(Check "All States" or check individual States).............. [ ] All States
[AL] [AK] [AZ] [AR] [CA] [CO] [CT] [DE] [DC] [FL] [GA] [HI] [ID]
[IL] [IN] [IA] [KS] [KY] [LA] [ME] [MD] [MA] [MI] [MN] [MS] [MO]
[MT] [NE] [NV] [NH] [NJ] [NM] [NY] [NC] [ND] [OH] [OK] [OR] [PA]
[RI] [SC] [SD] [TN] [TX] [UT] [VT] [VA] [WA] [WV] [WI] [WY] [PR]
- --------------------------------------------------------------------------------
Full Name (Last name first, if individual)

- --------------------------------------------------------------------------------
Business or Residence Address (Number and Street, City, State, Zip Code)

- --------------------------------------------------------------------------------
Name of Associated Broker or Dealer

- --------------------------------------------------------------------------------
States in Which Person Listed Has Solicited or Intends to Solicit Purchasers

3 of 8

<PAGE> 5
- --------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- --------------------------------------------------------------------------------

1. Enter the aggregate offering price of
securities included in this offering and the
total amount already sold. Enter "0" if
answer is "none" or "zero." If the
transaction is an exchange offering, check
this box [X] and indicate in the columns
below the amounts of the securities offered
for exchange and already exchanged.

Type of Security Aggregate Amount Already
Offering Price EXCHANGED

Debt ................................. $ $
---------- ----------
Equity 1 for 1 exchange
................................ $ $ 780,970 shares
---------- ----------

[x] Common [ ] Preferred

Convertible Securities (including
warrants)............................. $ $
---------- ----------

Partnership Interests ................ $ $
---------- ----------

Other (Specify ) .... $ $
----------------- ---------- ----------

Total ............................. $ $
---------- ----------

Answer also in Appendix, Column 3, if filing under ULOE.

2. Enter the number of accredited and
non-accredited investors who have purchased
securities in this offering and the
aggregate dollar amounts of their purchases.
For offerings under Rule 504, indicate the
number of persons who have purchased
securities and the aggregate dollar amount
of their purchases on the total lines. Enter
"0" if answer is "none" or "zero." Aggregate
Number Amount
Investors EXCHANGED

Accredited Investors .................... $
---------- ----------
323 $ 780,970 shares
Non-accredited Investors ................ ---------- ----------

Total (for filings under Rule 504 $
only) .............................. ---------- ----------

Answer also in Appendix, Column 4, if filing under ULOE.

3. If this filing is for an offering under Rule
504 or 505, enter the information requested
for all securities sold by the issuer, to
date, in offerings of the types indicated,
in the twelve (12) months prior to the first
sale of securities in this offering.
Classify securities by type listed in Part C
- Question 1.

Type of Amount
Type of offering Security EXCHANGED

Rule 505 ................................. $
---------- ----------

Regulation A ............................. $
---------- ----------

Rule 504 ................................. COMMON $ 780,970
---------- ----------

Total ................................. $
---------- ----------

4. a. Furnish a statement of all expenses in
connection with the issuance and
distribution of the securities in this
offering. Exclude amounts relating solely to
organization expenses of the issuer. The
information may be given as subject to
future contingencies. If the amount of an
expenditure is not known, furnish an
estimate and check the box to the left of
the estimate.

Transfer Agent's Fees ................................. [ ] $ 5,000
--------

Printing and Engraving Costs .......................... [ ] $ 3,000
--------

Legal Fees ............................................ [ ] $ 2,000
--------

Accounting Fees ....................................... [ ] $ 2,000
--------

Engineering Fees ...................................... [ ] $
--------

Sales Commissions (specify finders' fees separately) .. [ ] $ - 0 -
--------

Other Expenses (identify) .... [ ] $
--------

Total .............................................. [ ] $ 12,000
--------

4 of 8

<PAGE> 6
- --------------------------------------------------------------------------------
C. OFFERING PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS
- --------------------------------------------------------------------------------

b. Enter the difference between the aggregate offering
price given in response to Part C - Question 1 and total
expenses furnished in response to Part C - Question 4.a.
This difference is the "adjusted gross proceeds to the ($12,000)
issuer." ............................................... ----------

5. Indicate below the amount of the adjusted gross proceeds
to the issuer used or proposed to be used for each of the
purposes shown. If the amount for any purpose is not known,
furnish an estimate and check the box to the left of the
estimate. The total of the payments listed must equal the
adjusted gross proceeds to the issuer set forth in
response to Part C - Question 4.b above.

Payments to
Officers,
Directors, & Payments To
Affiliates Others

Salaries and fees .................................... [ ] $ [ ] $
---------- ----------

Purchase of real estate .............................. [ ] $ [ ] $
---------- ----------

Purchase, rental or leasing and installation of
machinery and equipment .............................. [ ] $ [ ] $
---------- ----------

Construction or leasing of plant buildings and
facilities ........................................... [ ] $ [ ] $
---------- ----------

Acquisition of other businesses (including the
value of securities involved in this offering
that may be used in exchange for the assets or
securities of another issuer pursuant to a
merger) .............................................. [ ] $ [ ] $
---------- ----------

Repayment of indebtedness ............................ [ ] $ [ ] $
---------- ----------

Working capital ...................................... [ ] $ [ ] $
---------- ----------

Other (specify): FEES ASSOCIATED WITH SHARES EXCHANGED [ ] $ [ ] $XXXXXX
------------------------------------- ---------- ----------
12,000
------------------------------------------------------

------------------------------------------ ........... [ ] $ [ ] $
---------- ----------

Column Totals ........................................ [ ] $ [ ] $12,000
---------- ----------

Total Payments Listed (column totals added) ......... [ ] $12,000
----------

- -----------------------------------------------------------------------------------------------------------------
D. FEDERAL SIGNATURE
- -----------------------------------------------------------------------------------------------------------------

The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is
filed under Rule 505, the following signature constitutes an undertaking by the issuer to furnish to the U.S.
Securities and Exchange Commission, upon written request of its staff, the information furnished by the issuer to
any non-accredited investor pursuant to paragraph (b)(2) of Rule 502.

- -----------------------------------------------------------------------------------------------------------------
Issuer (Print or Type) Signature Date

V_TWIN ACQUISITIONS, INC. /s/ A. JAY PIGNATELLO 2-15-99
- -----------------------------------------------------------------------------------------------------------------
Name of Signer (Print or Type) Title of Signer (Print or Type)

A. JAY PIGNATELLO DIRECTOR, SECRETARY
- -----------------------------------------------------------------------------------------------------------------

----------------------------- ATTENTION ---------------------------
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. (SEE 18 U.S.C. 1001.)
-------------------------------------------------------------------
</TABLE>

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<PAGE> 7
- --------------------------------------------------------------------------------
E. STATE SIGNATURE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
1. Is any party described in 17 CFR 230.252(c), (d), (e) or (f) presently subject to any of the
disqualification provisions of such rule?.................................................... Yes No
[ ] [X]

See Appendix, Column 5, for state response.

2. The undersigned issuer hereby undertakes to furnish to any state administrator of any state in which this
notice is filed, a notice on Form D (17 CFR 239.500) at such times as required by state law.

3. The undersigned issuer hereby undertakes to furnish to the state administrators, upon written request,
information furnished by the issuer to offerees.

4. The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied
to be entitled to the Uniform limited Offering Exemption (ULOE) of the state in which this notice is
filed and understands that the issuer claiming the availability of this exemption has the burden of
establishing that these conditions have been satisfied.

The issuer has read this notification and knows the contents to be true and has duly caused this notice to be
signed on its behalf by the undersigned duly authorized person.

- -----------------------------------------------------------------------------------------------------------------
Issuer (Print or Type) Signature Date

V-TWIN ACQUISITIONS, INC. /s/ A. JAY PIGNATELLO 2-15-99
- -----------------------------------------------------------------------------------------------------------------
Name (Print or Type) Title (Print or Type)

A. JAY PIGNATELLO DIRECTOR, SECRETARY
- -----------------------------------------------------------------------------------------------------------------

Instruction:
Print the name and title of the signing representative under his signature for the state portion of this form.
One copy of every notice on Form D must be manually signed. Any copies not manually signed must be photocopies
of the manually signed copy or bear typed or printed signatures.
</TABLE>

6 of 8
<PAGE> 8
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
APPENDIX
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5
Disqualification
Type of security under State ULOE
Intend to sell and aggregate (if yes, attach
to non-accredited offering price Type of investor and explanation of
investors in State offered in state amount purchased in State waiver granted)
(Part B-Item 1) (Part C-Item 1) (Part C-Item 2) (Part E-Item 1)
- -------------------------------------------------------------------------------------------------------------------------------
NUMBER OF NUMBER OF
ACCREDITED NON-ACCREDITED
STATE YES NO INVESTORS AMOUNT INVESTORS AMOUNT YES NO
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AL
- -------------------------------------------------------------------------------------------------------------------------------

AK
- -------------------------------------------------------------------------------------------------------------------------------

AZ
- -------------------------------------------------------------------------------------------------------------------------------

AR
- -------------------------------------------------------------------------------------------------------------------------------

CA
- -------------------------------------------------------------------------------------------------------------------------------

CO
- -------------------------------------------------------------------------------------------------------------------------------

CT
- -------------------------------------------------------------------------------------------------------------------------------

DE
- -------------------------------------------------------------------------------------------------------------------------------
COMMON SHARE
DC XXX EXCHANGE 323 780,970 XXX
- -------------------------------------------------------------------------------------------------------------------------------

FL
- -------------------------------------------------------------------------------------------------------------------------------

GA
- -------------------------------------------------------------------------------------------------------------------------------

HI
- -------------------------------------------------------------------------------------------------------------------------------

ID
- -------------------------------------------------------------------------------------------------------------------------------

IL
- -------------------------------------------------------------------------------------------------------------------------------

IN
- -------------------------------------------------------------------------------------------------------------------------------

IA
- -------------------------------------------------------------------------------------------------------------------------------

KS
- -------------------------------------------------------------------------------------------------------------------------------

KY
- -------------------------------------------------------------------------------------------------------------------------------

LA
- -------------------------------------------------------------------------------------------------------------------------------

ME
- -------------------------------------------------------------------------------------------------------------------------------

MD
- -------------------------------------------------------------------------------------------------------------------------------

MA
- -------------------------------------------------------------------------------------------------------------------------------

MI
- -------------------------------------------------------------------------------------------------------------------------------

MN
- -------------------------------------------------------------------------------------------------------------------------------

MS
- -------------------------------------------------------------------------------------------------------------------------------

MO
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

7 of 8

<PAGE> 9

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
APPENDIX
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
1 2 3 4 5
Disqualification
Type of security under State ULOE
Intend to sell and aggregate (if yes, attach
to non-accredited offering price Type of investor and explanation of
investors in State offered in state amount purchased in State waiver granted)
(Part B-Item 1) (Part C-Item 1) (Part C-Item 2) (Part E-Item 1)
- -------------------------------------------------------------------------------------------------------------------------------
NUMBER OF NUMBER OF
ACCREDITED NON-ACCREDITED
STATE YES NO INVESTORS AMOUNT INVESTORS AMOUNT YES NO
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MT
- -------------------------------------------------------------------------------------------------------------------------------

NE
- -------------------------------------------------------------------------------------------------------------------------------

NV
- -------------------------------------------------------------------------------------------------------------------------------

NH
- -------------------------------------------------------------------------------------------------------------------------------

NJ
- -------------------------------------------------------------------------------------------------------------------------------

NM
- -------------------------------------------------------------------------------------------------------------------------------

NY
- -------------------------------------------------------------------------------------------------------------------------------

NC
- -------------------------------------------------------------------------------------------------------------------------------

ND
- -------------------------------------------------------------------------------------------------------------------------------

OH
- -------------------------------------------------------------------------------------------------------------------------------

OK
- -------------------------------------------------------------------------------------------------------------------------------

OR
- -------------------------------------------------------------------------------------------------------------------------------

PA
- -------------------------------------------------------------------------------------------------------------------------------

RI
- -------------------------------------------------------------------------------------------------------------------------------

SC
- -------------------------------------------------------------------------------------------------------------------------------

SD
- -------------------------------------------------------------------------------------------------------------------------------

TN
- -------------------------------------------------------------------------------------------------------------------------------

TX
- -------------------------------------------------------------------------------------------------------------------------------

UT
- -------------------------------------------------------------------------------------------------------------------------------

VT
- -------------------------------------------------------------------------------------------------------------------------------

VA
- -------------------------------------------------------------------------------------------------------------------------------

WA
- -------------------------------------------------------------------------------------------------------------------------------

WV
- -------------------------------------------------------------------------------------------------------------------------------

WI
- -------------------------------------------------------------------------------------------------------------------------------

WY
- -------------------------------------------------------------------------------------------------------------------------------

PR
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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