BIKERS DREAM INC, SB-2/A, 1995-11-14

BIKERS DREAM INC
SB-2/A, 1995-11-14
BOOKS: PUBLISHING OR PUBLISHING & PRINTING

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 14, 1995

Registration No. 33-92294
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

AMENDMENT NO. 2

FORM SB-2

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BIKERS DREAM, INC.
(Name of Small Business Issuer in its Charter)

California
------------------------
(State of Incorporation)

5500
------
(Primary Standard Industrial Classification Code No.)

33-0140149
----------
(IRS Employer I.D. No.)

1420 Village Way, Santa Ana, California 92705
(714) 835-8464
(Address and Telephone Number of Principal Executive Office
and Principal Place of Business)

------------------------------------------------------------------
Dennis Campbell Copy to:
President Caldwell R. Campbell, Esq.
Bikers Dream, Inc. Day & Campbell
1420 Village Way 3070 Bristol Street, Suite 650
Santa Ana, California 92705 Costa Mesa, California 92626
(714) 835-8464 (714) 556-7716

(Name, Address and Telephone
Number of Agent for Service)
------------------------------------------------------------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /x/
================================================================================
<PAGE> 2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Maximum Maximum
Securities Being Amount To Offering Price Aggregate Amount of
Registered Be Registered Per Unit(1) Offering Price(1) Registration Fee
---------- ------------- ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 1,556,117 $4.375(2) $6,808,012(2) $2,348

Common Stock 665,000(3) $4.75 (4) $3,158,750(4) $1,090

Total Registration Fee $3,438

Previously Paid $2,348

TOTAL DUE $1,090
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee under Rule 457.

(2) Based upon the average of the bid and asked prices for the Common
Stock on May 25, 1995, as reported by the OTC Bulletin Board.

(3) Additional shares of Common Stock being registered pursuant to this
Registration Statement.

(4) Based upon the average of the bid and asked prices for the Common
Stock on October 9, 1995, as reported by the OTC Bulletin Board.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

2
<PAGE> 3
BIKERS DREAM, INC.
CROSS REFERENCE SHEET
Between Items of Form SB-2 and Prospectus

<TABLE>
<CAPTION>
Registration Statement Item and Heading Prospectus Caption
- --------------------------------------- ------------------
<S> <C>
1. Forepart of the Registration Statement and Outside Front Cover Page
Outside Front Cover Page of Prospectus

2. Inside Front and Outside Back Cover Pages Inside Front and Outside Back Cover Pages
of Prospectus

3. Summary Information and Risk Factors Prospectus Summary; Risk Factors

4. Use of Proceeds Not Applicable

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Selling Stockholders

8. Plan of Distribution Cover Page; Selling Stockholders

9. Legal Proceedings Business

10. Directors, Executive Officers, Promoters
and Control Persons Management

11. Security Ownership of Certain Beneficial
Owners and Management Principal Stockholders

12. Description of Securities Description of Securities

13. Interest of Named Experts and Counsel Legal Matters; Experts

14. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities Management

15. Organization Within Last 5 Years Not Applicable

16. Description of Business Business

17. Management's Discussion and Analysis or Management's Discussion and Analysis of
Plan of Operations Financial Condition and Results of Operations

18. Description of Property Business

19. Certain Relationships and Related
Transactions Certain Transactions
</TABLE>

3
<PAGE> 4

<TABLE>
<S> <C>
20. Market Price for Common Equity and Market Price for Common Stock and
Related Stockholder Matters Related Stockholder Matters

21. Executive Compensation Management

22. Financial Statements Financial Statements

23. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure Not Applicable
</TABLE>

4
<PAGE> 5
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PRELIMINARY PROSPECTUS DATED NOVEMBER 14, 1995

SUBJECT TO COMPLETION

PROSPECTUS

BIKERS DREAM, INC.

2,221,117 Shares
of
COMMON STOCK

This Prospectus relates to 2,221,117 shares of Common Stock, without
par value (the "Common Stock"), of Bikers Dream, Inc., a California corporation
(the "Company") which are being offered for sale by certain selling
stockholders (the "Selling Stockholders."). The shares being offered hereby
include 1,626,117 outstanding shares of Common Stock and 595,000 shares of
Common Stock issuable by the Company upon the exercise of currently exercisable
options. See "Selling Stockholders."

The Company will not receive any of the proceeds from the sale of the
Common Stock by the Selling Stockholders, but will receive the exercise price
upon the exercise of options by the Selling Stockholders. The Common Stock may
be offered from time to time by the Selling Stockholders through ordinary
brokerage transactions in the over-the-counter market, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or
at negotiated prices.

The Selling Stockholders each may be deemed to be "an underwriter", as
defined in the Securities Act of 1933 (the "Securities Act"). If any
broker-dealers are used by the Selling Stockholders, any commissions paid to
broker-dealers and, if broker-dealers purchase any shares of Common Stock as
principals, any profits received by such broker-dealers on the resales of the
shares of Common Stock, may be deemed to be underwriting discounts or
commissions under the Securities Act. In addition, any profits realized by the
Selling Stockholders may be deemed to be underwriting commissions. All costs,
expenses and fees in connection with the registration of the shares offered by
the Selling Stockholders will be borne by the Company. All brokerage
commissions, if any, attributable to the sale of the securities offered by the
Selling Stockholders will be borne by the Selling Stockholders. See "Selling
Stockholders."

Brokers or dealers effecting transactions in the shares should confirm
the registration of the shares under the securities laws of the states in which
such transactions occur or the existence of an exemption from such
registration, or should cause such registration to occur in connection with any
offer or sale of the shares.

The Common Stock of the Company is traded in the over-the-counter
market and quoted on the National Association of Securities Dealers Electronic
Bulletin Board ("OTC Bulletin Board") under the symbol "HOGS". The bid and
asked prices for the Common Stock on November 10, 1995, as reported by the OTC
Bulletin Board were $3.50 and $4.25 per share, respectively. To date, the
volume of trading in the Common Stock has been limited and, therefore, the
market prices for the Common Stock may not accurately reflect the value of the
Company.

THE COMMON STOCK OFFERED HEREBY IS HIGHLY SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK. See "Risk Factors."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is ____________, 1995.
<PAGE> 6
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New
York, New York 10048 and Northwest Atrium Building, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

The Company intends to distribute to its stockholders annual reports
containing audited financial statements with a report thereon by independent
certified public accountants after the end of each fiscal year. In addition,
the Company may furnish to its stockholders quarterly reports for the first
three quarters of each fiscal year containing unaudited financial and other
information after the end of each fiscal quarter, upon written request to the
secretary of the Company.

The Company has filed with the Commission a registration statement on
Form SB-2 (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Act. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.

No person is authorized to give any information or make any
representations other than those contained in this Prospectus and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any securities other than the
registered shares to which it relates or an offer to sell or a solicitation of
an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof or
that the information contained herein is correct as of any time subsequent to
its date.

TABLE OF CONTENTS

<TABLE>
<S> <C>
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Market For Common Stock
and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . 8
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . . . . . . . . . . 10
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Principal Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . 27
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

2
<PAGE> 7
PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more
detailed information and financial statements (including the notes thereto)
appearing elsewhere in this Prospectus.

The Company

The Company sells and services used Harley-Davidson motorcycles and
sells aftermarket parts and accessories for Harley-Davidson motorcycles.

The Company, which was formerly known as HDL Communications, was
incorporated in California in October, 1985. The Company was engaged in the
publishing business until June, 1989, when it discontinued operations. The
Company remained inactive until March 13, 1995 when it acquired Bikers Dream,
Inc., a California corporation engaged in sales and service of used
Harley-Davidson motorcycles and in retail sales of aftermarket accessories and
parts for Harley-Davidson motorcycles. Prior to its acquisition of Bikers
Dream, Inc., the Company effected a 1 for 1,363.341473 reverse split of its
outstanding Common Stock. After the acquisition, Bikers Dream, Inc. was merged
into HDL Communications and HDL Communications changed its name to Bikers Dream,
Inc. The financial statements of the Company included elsewhere herein relate
to the business which was known as Bikers Dream, Inc. prior to the merger. See
"Business."

The Company's principal executive offices are located at 1420 Village
Way, Santa Ana, California 92705, and its telephone number is (714) 835-8464.

The Selling Stockholder Offering

<TABLE>
<S> <C>
Common Stock outstanding as
of September 30, 1995(1) 5,535,920 shares

Common Stock offered by
Selling Stockholders(2) 2,221,117 shares

OTC Bulletin Board Symbol HOGS

Risk Factors The securities offered hereby involve a high degree of risk. See
"Risk Factors" and "Selling Stockholders."
</TABLE>

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

(1) Does not include 1,217,500 shares issuable upon the exercise of
outstanding options.

(2) Includes 595,000 shares issuable upon exercise of currently
exercisable options held by Selling Stockholders.

3
<PAGE> 8

Summary Financial Information

(In thousands, except share data)

The summary financial information which is set forth below should be
read in conjunction with the Financial Statements and related Notes thereto
appearing elsewhere in this Prospectus. The selected statement of operations
and balance sheet data for the fiscal years ended December 31, 1993 and 1994,
has been derived from financial statements of the Company which have been
audited by Lesley, Thomas, Schwarz and Postma, independent auditors, and
included herein. The unaudited balance sheet data as of September 30, 1995,
and the unaudited statement of operations information for the nine months
ended September 30, 1994 and 1995, has been derived from unaudited financial
information prepared on the same basis as the audited financial statements.
In the opinion of management, such unaudited financial information includes
all adjustments, consisting of normal recurring adjustments, necessary to
present fairly the information presented.

Statement of Operations Data:

<TABLE>
<CAPTION>
Fiscal Year Ended December 31, Nine months Ended September 30,
------------------------------ -------------------------------
1994 1993 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
OPERATIONS DATA:
Revenues $4,626,821 $1,436,374 $5,367,804 $3,150,150
Cost of sales 3,526,666 922,509 3,967,897 2,359,400
Selling, general,
administrative,
depreciation and
interest expenses 1,116,366 678,140 2,504,372 762,134
Net profit (loss) (13,012) (110,948) (1,167,616) 22,016
Net loss per share (.02) (.19) (.24) .03
Number of shares used
in computation 658,013 595,000 4,868,833 658,013
</TABLE>

<TABLE>
<CAPTION>
December 31, September 30, 1995
------------ ------------------
1994 1993
---- ----
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total Assets $1,118,649 $437,411 $3,193,868
Working Capital 249,269 (515) 1,245,575
Current Liabilities 653,094 265,972 1,086,399
Long Term Liabilities 151,687 136,549 150,028
Stockholders' Equity 313,868 34,890 1,957,441
</TABLE>

4
<PAGE> 9
RISK FACTORS

Investment in the Shares is speculative and involves a high degree of
risk. Prospective investors should carefully consider the following factors
(as well as detailed information appearing elsewhere in this Memorandum) before
deciding to purchase the Shares.

LIMITED OPERATING HISTORY; OPERATING LOSSES

Bikers Dream commenced its operations in December, 1991 and,
accordingly, has a limited operating history. Investors have only a brief
operating record to review in evaluating the performance of Bikers Dream.
Bikers Dream had losses, before provision for income taxes, of $3,126, $164,275
and $16,211 for its fiscal years ended December 31, 1992, 1993 and 1994,
respectively. For the first nine months of fiscal year 1995, Bikers Dream had a
loss, before provision for income taxes, of $1,104,468. There is no assurance
that Bikers Dream will be profitable in fiscal 1995 or thereafter.

COMPETITION

The market in which the Company competes is highly competitive. The
main source of competition is the licensed Harley-Davidson motorcycle dealer
network which primarily sells new Harley-Davidson motorcycles, accessories and
parts and provides repair/maintenance service on all Harley-Davidson models.
The Company believes that most of the licensed Harley-Davidson dealers do not
emphasize the sale of used Harley-Davidson motorcycles or sell aftermarket
accessories and apparel. In addition, there are a substantial number of
motorcycle shops which provide aftermarket parts, services and accessories to
Harley-Davidson motorcycle owners. The Company believes that most of the
aftermarket motorcycle shops are small, privately owned businesses with limited
facilities, capital and other resources. The Company knows of only one
organization which is attempting to compete with the Harley-Davidson dealer
network on a national basis. This organization emphasizes apparel, and does
not offer the broad line of parts and accessories offered by the Company.
There can be no assurance, however, that current competitors will not expand
their facilities and operations or that new competitors with substantial
capital and other resources will not enter the market. See "Business."

DEPENDENCE ON MANAGEMENT

The success of the Company will depend, to a great extent, upon the
continued service of Dennis Campbell, its President and William R. Gresher, its
Senior Vice President and Chief Financial, Operating and Administrative
Officer. The Company has entered into a five year employment agreement with
Mr. Campbell and will maintain $3,000,000 key person insurance on his life.
The Company has also entered into a five year employment agreement with Mr.
Gresher. The Company also will depend on other members of senior management as
well as on its ability to attract, retain and motivate additional qualified
personnel. The competition for such personnel is intense, and the loss of the
services of one or more of these key employees could have a material adverse
effect on the Company. There can be no assurance that the Company will be
successful in retaining its existing key employees or in attracting and
retaining any additional personnel it requires. See "Management."

DEPENDENCE ON CONTINUED POPULARITY OF HARLEY-DAVIDSON MOTORCYCLES

The success of the Company's business is directly related to the
popularity of Harley-Davidson motorcycles. There are approximately 600,000
Harley-Davidson motorcycles currently registered in the United States. The
Company believes, based upon Harley-Davidson's current production plans, that
the number of Harley-Davidson motorcycles registered in the United States will
increase to approximately 900,000 by 1999. There can be no assurance that the
current popularity of Harley-Davidson motorcycles will continue or that the
expected production rate of new Harley-Davidson motorcycles will actually
occur. See "Business."

5
<PAGE> 10

CONTROL BY DIRECTORS

The Company's directors own an aggregate of 3,291,803 shares of Common
Stock (not including 880,000 shares issuable upon the exercise of options held
by the directors), of which 640,563 shares are being offered hereby (not
including 380,000 shares, which are being offered hereby, issuable upon the
exercise of an option held by one of the directors), or approximately 60% of
the total outstanding shares. Accordingly, the existing directors will be able
to exert significant control over the policy and affairs of the Company,
including the election of directors. In addition, Rowland W. Day II will have
the right for a period of three years after March 13, 1995, to designate two of
the members of the Company's Board of Directors (composed of a total of five
members) one of whom may be Mr. Day. See "Management - Stock Option Plans,"
"Principal Stockholders," and "Certain Transactions."

MANAGEMENT OF GROWTH

The Company's continued growth depends in part upon its ability to
expand into new geographic areas, either through the opening of new Superstores
or by increasing the number of franchised stores. There can be no assurance
that the Company will be successful in such expansion. The Company's current
expansion plans could place a significant strain on the Company's management,
working capital and financial and management control systems. The Company's
results of operations will be adversely affected if revenues do not increase
sufficiently to compensate for the increase in operating expenses resulting
from any expansion and there can be no assurance that any expansion will be
profitable or that it will not adversely affect the Company's results of
operations. In addition, the success of any expansion plans will depend in
part upon the Company's ability to continue to improve and expand financial and
management control systems, to attract, retain and motivate key employees, and
to raise additional capital. There can be no assurance that the Company will
be successful in these regards. See "Business - Business Strategy."

ADDITIONAL CAPITAL REQUIREMENTS

The Company will require substantial additional capital to implement
its expansion plan and to support future growth. Any additional equity
financing may be dilutive to stockholders, and debt financing may impose
substantial restrictions on the Company's ability to operate and raise
additional funds. There can be no assurance that additional capital will be
available or that, if available, such capital will be on satisfactory terms.

FRANCHISING ACTIVITIES

The Company is in the process of establishing a network of franchised
Bikers Dream stores. As of September 30, 1995, the Company had sold ten Bikers
Dream franchises (three in California and seven in other states) at a price of
$15,000 per franchise, seven of which are currently open and operating. In
addition, the Company has conducted negotiations with several other potential
franchisees for the sale of a Bikers Dream franchise. The Company was advised
by its recently retained special franchise counsel that certain previous
franchise sales and offers to sell franchises were not made in compliance with
applicable federal and state franchise laws and regulations. Special franchise
counsel also advised the Company that applicable federal and state franchise
laws have broad enforcement provisions, and that under certain state laws the
potential and existing franchisees may have a private cause of action for
franchise violations. Consequently, the Company suspended its franchise sales
activities in March, 1995 while it was in the process of preparing the required
disclosure documents and complying with federal and state franchising laws for
future offers and sales of franchises. The Company, through its wholly owned
subsidiary, Bikers Dream International, Inc. ("BDII") has filed its franchise
registrations as required by law, and as of September 30, 1995, is authorized
to sell franchises in all states and possessions of the United States except
Hawaii. The Company restructured its franchise program and resumed its
franchise sales activities in August, 1995.

Bikers Dream has provided written notice to its three California
franchisees and one person who was negotiating to acquire a Bikers Dream
franchise of their remedies and rights under California franchise laws.
Franchisees who do not elect to pursue the remedies available to them under
California law will remain as franchisees of the Company. The Company has
acquired one operating franchise from a California franchisee for approximately
$304,000, is

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<PAGE> 11

negotiating to acquire another operating franchise from a California franchisee
for an amount not expected to exceed $140,000 and has agreed to refund the
$15,000 franchisee fee plus out-of-pocket expenses of approximately 6,000 to
a non-operating California franchisee. The Company is also negotiating to
settle a dispute with a former California franchise applicant as to the terms
of a proposed franchise, and based upon recent discussions, management
believes that the dispute can be resolved without any material adverse effect
on the Company.

In addition, the Company is currently evaluating the status of its
relationship with its seven existing non-California franchisees to determine if
any notification requirements exist regarding possible prior franchise
violations. Management believes, based upon recent discussions with these
franchisees regarding the Company's restructured franchise program, that all or
substantially all of them will accept the Company's offer and remain as
franchisees of the Company.

ABSENCE OF DIVIDENDS

The Company has not paid any cash dividends on its Common Stock since
its organization, and it is not anticipated that any cash dividends will be
paid in the foreseeable future.

LIMITED PUBLIC MARKET FOR SECURITIES OF THE COMPANY.

Although the Company's Common Stock is listed on the National
Association of Securities Dealers ("NASD") Electronic Bulletin Board, there is
expected to be only an extremely limited and sporadic trading market for the
Common Stock.

NASDAQ LISTING REQUIREMENTS; RISK OF LOW-PRICED SECURITIES

The Securities and Exchange Commission (the "Commission") recently
approved rules imposing more stringent criteria for the listing of securities
on NASDAQ, including total assets and net worth requirements of $4,000,000 and
$2,000,000, respectively. The Company does not currently satisfy NASDAQ's
listing criteria and if it is unable to satisfy such criteria in the future,
trading, if any, is and will be conducted in the over-the-counter market in the
so-called "pink sheets" or the NASD Electronic Bulletin Board. As a
consequence, investors could find it more difficult to dispose of, or to obtain
accurate quotations as to the price of, the Company's securities.

In addition, the Common Stock would be subject to Rules 15g1-15g6
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") that
imposes additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally, a person with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with his or her spouse). For
transactions covered by this rule, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. Consequently, the rule may
affect the ability of broker-dealers to sell the Company's securities and may
affect the ability of investors to sell their securities in the secondary
market.

The Commission has also recently adopted regulations which define a
"penny stock" to be any equity security that has a market price (as defined) of
less than $5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the regulations require the delivery, prior to the transaction,
of a disclosure schedule prepared by the Commission relating to the penny stock
market. The broker-dealer must also disclose the commissions payable to both
the broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, monthly statements must be sent disclosing recent
price information for the penny stock held in the account and information on
the limited market in penny stocks. While many NASDAQ-listed securities are
covered by the definition of penny stock, transactions in a NASDAQ-listed
security are exempt from all but the sole market-maker provision for (i)
issuers who have $2,000,000 in tangible assets ($5,000,000 if the issuer has
not been in continuous operation for three years), (ii) transactions in which
the customer is an institutional accredited investor, or (iii) transactions
that are not recommended by the broker-dealer. In addition, transactions in a
NASDAQ security directly with a NASDAQ market-maker for such security are
subject only to the sole

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<PAGE> 12
market-maker disclosure, and the disclosure with respect to commissions to be
paid to the broker-dealer and the registered representative.

The Company's Common Stock, as of the date of this Prospectus, is
within the definitional scope of a penny stock. As a result, the regulations
on penny stocks could limit the ability of broker/dealers to sell the Company's
securities and thus the ability of purchasers of the Company's securities to
sell their securities in the secondary market.

OUTSTANDING OPTIONS

As of the date of this Prospectus, the Company had granted options to
purchase 550,000 shares of Common Stock at a price of $1.00 per share, options
to purchase 337,500 shares of Common Stock at a price of $1.50 per share and
options to purchase 330,000 shares at a price of $2.50 per share. Under the
terms of the options, the holders are given the opportunity to profit from a
rise in the market price of the Common Stock, and their exercise may dilute the
book value per share of the Common Stock. The existence of the options may
adversely affect the terms on which the Company may obtain additional equity
financing since the holders are likely to exercise their options at a time when
the Company would otherwise be able to obtain needed capital on terms more
favorable to the Company than could be obtained through the exercise of such
options. See "Description of Securities."

RULE 144 SALES

Of the shares of the Company's Common Stock presently outstanding,
approximately 5,410,920 are "restricted securities" as that term is defined by
Rule 144 promulgated under the Securities Act and in the future may be sold
only in compliance with Rule 144 or pursuant to registration under the
Securities Act or pursuant to another exemption therefrom. For so long as the
Registration Statement of which this Prospectus is a part is current and
effective, the shares owned by the Selling Shareholders and offered hereby may
be sold without regard to the volume limitations, described below, set forth in
Rule 144. Generally, under Rule 144, each person having held restricted
securities for a period of two years may, every three months, sell in ordinary
brokerage transactions an amount of shares which does not exceed the greater of
one percent (1%) of the Company's then outstanding shares of Common Stock, or
the average weekly volume of trading of such shares of Common Stock as reported
during the preceding four calendar weeks. A person who has not been an
affiliate of the Company for at least the three months immediately proceeding
the sale and who has beneficially owned shares of the Common Stock for at least
three years is entitled to sell such shares under Rule 144 without regard to
any of the limitations described above. Of such restricted shares,
approximately 175,000 are currently eligible for sale under Rule 144, an
additional 4,400,000 restricted shares will be eligible for sale under Rule 144
in March 1997, and an additional 835,000 restricted shares will be eligible for
sale in August, 1997. Actual sales, or the prospect of sales by the present
stockholders of the Company or by future holders of restricted securities under
Rule 144, or otherwise, may, in the future, have a depressive effect upon the
price of the Company's shares of Common Stock in any market that may develop
therefor, and also could render difficult sales of the Company's securities
purchased by investors herein. See "PRINCIPAL STOCKHOLDERS".

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock has been traded in the over-the-counter
market on the OTC Bulletin Board under the symbol HOGS since April 20, 1995.
There was no active trading market for the Company's Common Stock for more than
two years prior to April 20, 1995.

8
<PAGE> 13

The following table reflects the high and low bid prices of the
Company's Common Stock as reported by the OTC Bulletin Board from April 20,
1995 to November 10, 1995. Such prices are inter-dealer quotations without
retail mark-ups, mark-downs or commissions, and may not represent actual
transactions.

<TABLE>
<CAPTION>
1995 High Low
---- ---- ---
<S> <C> <C>
Second Quarter $4.00 $1.75

Third Quarter 4.75 1.25

Fourth Quarter (through 4.75 3.50
November 10)
</TABLE>

On November 10, 1995, the bid and ask price of the Company's Common
Stock was $3.50 and $4.25 per share, respectively.

As of September 15, 1995, there were approximately 1,260 stockholders
of record.

The Company has never paid any cash dividends on its Common Stock and
anticipates that, for the foreseeable future, no cash dividends will be paid on
its Common Stock.

Payment of future cash dividends will be determined by the Company's
Board of Directors based upon conditions then existing, including the Company's
financial condition, capital requirements, cash flow, profitability, business
outlook and other factors.

SELECTED FINANCIAL DATA

The following summary of certain financial information relating to the
Company for the fiscal years ended December 31, 1993 and December 31, 1994 has
been derived from, and is qualified by reference to, the audited financial
statements of the Company included elsewhere herein and should be read in
conjunction with such audited financial statements and notes thereto. The
unaudited balance sheet information as of September 30, 1995 and the unaudited
statement of operations information for the nine months ended September 30, 1995
has been derived from unaudited financial information prepared on the same basis
as the audited financial statements. In the opinion of management, such
unaudited financial information includes all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the information presented.

9
<PAGE> 14

<TABLE>
<CAPTION>
December 31, September 30, 1995
------------------------- ------------------
1994 1993 (In thousands)
---- ----
<S> <C> <C> <C>
BALANCE SHEET DATA:
Total assets $1,118,649 $437,411 $3,193,868
Working capital 249,269 (515) 1,245,575
Current liabilities 653,094 265,972 1,086,399
Long term liabilities 151,687 136,549 150,028
Stockholders' equity 313,868 34,890 1,957,441
</TABLE>

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

The following discussion and analysis should be read in conjunction
with the Financial Statements and the notes thereto appearing elsewhere in
this Prospectus.

Bikers Dream, Inc. incorporated in California in December of
1991, sells used Harley-Davidson motorcycles ("Harleys") and aftermarket parts,
accessories and related apparel to Harley enthusiasts. Until late 1993, the
business operated in a facility of approximately 2,400 square feet in
Huntington Beach, California. In December, 1993, the Company opened its first
Superstore, a 12,000 square foot facility located in an up-scale commercial
center in Santa Ana, California. The Company's second Superstore, a 10,000
square foot facility, was opened on April 8, 1995 in Dallas, Texas. The third
Company-owned Superstore, a 10,500 square foot facility, was opened on July 28,
1995, in Tampa Bay, Florida. The fourth Company-owned Superstore, a 4,200
square foot facility, was acquired from a former franchisee on September 22,
1995 and is located in Thousand Oaks, California.

In addition to retail sales at its Superstores, aftermarket parts,
accessories and related apparel are sold through the Company's 100 page full
color mail order catalogue. The Company plans to publish its second catalogue
in 1996 which is expected to be three times the size of its first such
endeavor.

The Company is in the process of establishing a network of franchised
Bikers Dream stores. As of September 30, 1995, the Company had sold ten Bikers
Dream franchises (three in California and seven in other states) at a price of
$15,000 per franchise, seven of which are currently open and operating. In
addition, the Company has conducted negotiations with several other potential
franchisees for the sale of a Bikers Dream franchise. The Company was advised
by its special franchise counsel that certain previous franchise sales and
offers to sell franchises were not made in compliance with applicable federal
and state franchise laws and regulations. Special franchise counsel also
advised the Company that applicable federal and state franchise laws have broad
enforcement provisions, and that under certain state laws the potential and
existing franchisees may have a private cause of action for franchise
violations. Consequently, the Company suspended its franchise sales activities
in March 1995 while it was in the process of preparing the required disclosure
documents and complying with federal and state franchising laws for future
offers and sales of franchises. The Company, through its wholly owned
subsidiary, Bikers Dream International, Inc. ("BDII") has filed its franchise
registrations as required by law, and as of September 30, 1995, is authorized
to sell franchises in all states and possessions of the United States except
Hawaii. The Company restructured its franchise program and resumed its
franchise sales activities in August, 1995.

10
<PAGE> 15

$140,000 and has agreed to refund the $15,000 franchise fee plus out-out-pocket
expenses of approximately $6,000 to a non-operating California franchisee. The
Company is also negotiating to settle a dispute with a former California
franchise applicant as to the terms of a proposed franchise, and based upon
recent discussions, management believes that the dispute can be resolved
without any material adverse effect on the Company.

In addition, the Company is currently evaluating the status of its
relationship with its seven existing non-California franchisees to determine if
any notification requirements exist regarding possible franchise violations.
Management believes, based upon recent discussions with these franchisees
regarding the Company's restructured franchise program, that all or
substantially all of them will accept the Company's offer and remain as
franchisees of the Company.

RESULTS OF OPERATIONS

The following table sets forth for the period indicated the income and
expense items.

<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
----------------------------- ----------------------------
1995 1994 1995 1994
---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Net Sales $2,121,538 $1,271,860 $ 5,367,804 $3,150,150

Cost of goods sold 1,463,028 1,002,647 3,967,897 2,359,400
---------- ---------- ----------- ----------

Gross Profit 658,510 269,213 1,399,907 790,750
---------- ---------- ----------- ----------

Other expenses (income)

Selling, general & administrative 942,029 376,348 2,495,658 795,553

Depreciation and amortization 25,225 7,757 58,864 20,233

Interest (income) expense 19,030 (6,279) 18,877 (152)

Franchise income (63,774) (38,500) (72,274) (53,500)

Other expense (income) 6,840 --- 3,250 ---
---------- ---------- ----------- ----------

929,350 339,326 2,504,375 762,134
---------- ---------- ----------- ----------

Income (Loss) before provision
for income taxes (270,840) (70,113) (1,104,468) 28,616

Provision (Benefit) for income taxes --- (24,450) 63,151 6,600
----------- ---------- ----------- -----------

Net Income (Loss) $ (270,840) $ (45,663) $(1,167,619) $ 22,016
=========== ========== =========== ===========
</TABLE>

COMPARISON OF THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994:

Net sales for the third quarter ended September 30, 1995 were
$2,121,538, an increase of $849,678 or 66.8% from the third quarter ended
September 30, 1994. The increase in net sales is entirely due to the opening
of the Company's second and third Superstores in Dallas, Texas and Tampa Bay,
Florida during the quarter.

Comparable store sales for the third quarter decreased 21.4% compared
to the same period of the prior year. This decrease in sales was due to
non-recurrance of the Company's grand opening event which occurred during the
third quarter of 1994 for the Company's then one and only Superstore located in
Santa Ana, California.

Net sales for the nine months ended September 30, 1995 were
$5,367,804, an increase of $2,217,654 or 70.4% over the same period ended
September 30, 1994. The increase in net sales is due to the same reasons
outlined above for the third quarter results.

Comparable store sales for the nine months ended September 30, 1995
increased 15.9% over the same period of the prior year.

Total gross profit for the third quarter ended September 30, 1995 was
$658,510, an increase of $389,297, or 144.6% from the third quarter of 1994.
The increase in gross profit was due to: 1) an increase in the level of sales
volumes from two newly opened stores in Dallas, Texas and Tampa Bay, Florida,
2) the correction of an inventory valuation of used motorcycles in Dallas,
Texas which occurred at the end of the second quarter of this year, and 3) a
change in accounting practice to recognize income related to the sale of
financing contracts on motorcycles at the time of sale rather than when payment
is actually received ($92,000). The gross profit rate for the third quarter
1995 was 31.0% compared with 21.2% for the same period in 1994. The change in
gross profit rate was caused entirely by the inventory valuation adjustment
for the Dallas, Texas location mentioned previously, and the recognition of
financing income at the time of sale, partly offset by the reclassification of
service department labor from selling and administrative expenses to cost of
goods sold.

As discussed in the previous quarter's Management Discussion and
Analysis, the Company is continuing its efforts to replace the current point
of sale and perpetual inventory systems with the integrated financial systems
package purchased earlier this year. Company management continues to believe
that the current financial statements conservatively reflect the results of
operations and inventory balances as of September 30, 1995.

Gross profit for the first nine months of 1995 was $1,399,907, an
increase of $609,157 or 77.0% over the same period in 1994. The gross profit
rate for the first nine months of 1995 was 26.1% as compared to 25.1% for the
same period last year. The change in gross profit rate was caused mainly
by mix changes, the establishment of inventory reserves in the second
quarter 1995, and the reclassification of service department labor mentioned
previously, offset by the change in accounting policy for finance contract
sales.

<PAGE> 16
Selling, general and administrative expenses were $942,029 for the
third quarter ended September 30, 1995 which represents an increase of $565,681
or 150.3% from the comparable period for the prior year. The increase is due
to higher costs associated with: 1) the opening of the second and third
Company owned Superstores located in Texas and Florida; 2) legal fees relating
to the re-registration and approval for the Company to continue selling
franchises throughout the United States, and 3) the establishment of an
in-house accounting function which was previously performed by an outside
service bureau.

Selling, general and administrative expenses were $2,495,658 for the
first nine months of 1995, an increase of $1,700,105 or 213.7% over the same
period in 1994. The increase was due to the same reasons as outlined
above for the third quarter 1995, plus additional costs associated with a
publicly traded company which commenced in March, 1995 following the reverse
acquisition of HDL Communications.

Depreciation and amortization expense was $25,225 and $7,757 for the
third quarter ended September 30, 1995 and 1994, respectively. The increase of
$17,468 or 225.2% is due entirely to the acquisition of new equipment and
leasehold improvements to support the two new Company-owned Dallas and Tampa
Bay Superstores, and the newly acquired computer and software required to
operate the in-house accounting system.

Depreciation and amortization expense was $58,864 for the first nine
months ended September 30, 1995. This increase of $38,631 or 190.9% from the
same period last year was due to the same items previously discussed in the
results for the third quarter ended September 30, 1995.

There was no provision for income taxes for the quarter ended September
30, 1995 as compared to a benefit of $24,450 for the same period last year.
The Company decided to fully reserve for the Deferred Tax Asset related to its
net operating loss carry forwards beginning in the second quarter 1995. The
Company's management has concluded that, based upon its assessment of all
available evidence, the future benefit of this asset cannot be projected
accurately at this time. The major underlying reason which led to this
conclusion is the uncertainty of the Company's ability to raise the sufficient
debt and equity capital necessary to expand the number of Company-owned
Superstores. The Company planned to use this additional capital to expand its
retail operations into new locations which would generate more operating
income. This additional operating income from additional retail trade-related
activities would defray existing centralized corporate overhead costs
and generate additional operating profits to begin utilizing the tax loss carry
forwards. As a result of the current timing delays in the Company's ability to
raise the amount of additional capital required, the Company's management
believes that it is not more likely than not that the timing of the income turn
around can be predicted with accuracy.

The income tax provision for the first nine months of 1995 was
$63,151, an increase of $56,551 or 856.8% over the same period in 1994. This
increase results from the Company's decision to fully reserve for the Deferred
Tax Asset as previously discussed.

The net loss for the quarter ended September 30, 1995 was $270,840 as
compared to a net loss of $45,663 for the quarter ended September 30, 1994.
The loss for the third quarter 1995 was due to the continued investment by the
Company to grow the business through the opening of new Superstores in various
parts of the U.S., the costs related to re-establishing the ability to sell
franchises, as well as the costs associated with the reverse acquisition of HDL
Communications in March, 1995 and becoming a publicly traded company.

The net loss for the first nine months ended September 30, 1995 was
$1,167,619 versus a profit of $22,016 for the same period in 1994. The loss for
the first three quarters of 1995 is due to continued investment by the Company
to grow the number of Superstores and franchises as identified in
previous commentary on the third quarter ended September 30, 1995, and the
Company's decision to fully reserve for the Deferred Tax Asset.

While the Company does not expect inflation to have a material impact
upon its operating results, there can be no assurance that inflation will not
affect the Company's business in the future. The Company expects to
mitigate inflationary increases through securing additional purchase volume
discounts as net sales increase through the opening of future Superstores and
franchises.

The fiscal year ended December 31, 1994 as compared to the fiscal year
ended December 31, 1993.

Net sales for the fiscal year ended December 31, 1994 were $4,626,821,
an increase of $3,190,447 or 222% from the fiscal year ended December 31, 1993.
The increase in net sales is primarily due to the move from the Company's
former location consisting of approximately 2,400 square feet to its new
Superstore location consisting of nearly 12,000 square feet. In addition, the
Company was authorized by the California Department of Motor Vehicles to sell
used motorcycles beginning in the second quarter of 1994, whereas it had no
such authorization during 1993.

Total gross profit for the fiscal year ended December 31, 1994 was
$1,100,155, an increase of $586,290 or 114% from the fiscal year ended December
31, 1993. The increase in gross profit is due primarily to higher sales
volume. The decline in the gross profit rate from 35.8% of net sales for
fiscal year ended December 31, 1993 to 23.8%

12
<PAGE> 17
for the fiscal year ended December 31, 1994 is due to: (i) promotional sales
programs in the beginning of 1994 to reduce inventories prior to the move to
the new Superstore facility during the first quarter of that year, and (ii) the
inclusion of used Harley-Davidson motorcycle sales, which began in the second
quarter of 1994, whose gross profit is inherently lower than that of parts,
accessories and service labor.

Selling, general and administrative expenses were $1,121,484 for the
fiscal year ended December 31, 1994, which represents an increase of $479,498
or 74.7% from the same period in 1993. The increase is due to higher occupancy
costs associated with the move to the new location and higher personnel costs
relating to an increase in the number of employees to support the opening of
new Company-owned Superstores and franchises in future periods.

Depreciation and amortization expense was $20,115 and $16,004 for the
fiscal years ended December 31, 1994 and December 31, 1993, respectively. The
increase of $4,111 or 25.7% is due almost entirely to the acquisition of new
equipment and leasehold improvements for the new Company-owned Santa Ana
Superstore.

Franchise income was $45,000 for the fiscal year ended December 31,
1994, the first fiscal year in which franchises were sold.

The net loss for the fiscal year ended December 31, 1994 was $13,012,
as compared to the net loss of $110,948 for the comparable period in 1993. The
loss in 1994 was reduced from that incurred in 1993 due to (i) the increase in
gross profit dollars due to volume, (ii) management control over the growth
rate of operating expenses versus that of gross profit, and (iii) the sale of
three franchises which did not occur in 1993.

While the Company does not expect inflation to have a material impact
upon its operating results, there can be no assurance that inflation will not
affect the Company's business in the future. The Company expects to mitigate
inflationary increases through securing additional purchase volume discounts as
net sales increase through the opening of future Superstores and franchises.

LIQUIDITY AND CAPITAL RESOURCES

To date, the Company has relied upon equity capital to sustain its
present growth. In connection with the Company's reverse acquisition of
HDL Communications on March 13, 1995, the Company received $1.4 million from
the private placement of common stock.

The Company intends to finance future expansion through a combination
of equity and debt financing. The Company is aggressively pursuing various
alternatives to obtain either debt or equity capital to continue its growth.
Although the Company received $1,240,000 from the private placement of its
convertible promissory notes in June and July 1995, such amount fell short of
the additional $8 million deemed necessary to fund all future planned expansion
of additional retail Superstores and a centralized distribution warehouse
to supply the needs of the Company-owned and franchised operations. If the
Company is unable to raise the required additional capital, existing operations
will have to be modified and/or downsized in order to achieve a profitability
position.

BUSINESS

The Company operates four retail outlets known as Bikers Dream
Superstores ("Superstores"), selling quality used Harley- Davidson motorcycles
("Harleys") and a full range of aftermarket parts, accessories and service to
Harley enthusiasts. The Company is not a licensed Harley-Davidson dealer and
does not sell new Harley-Davidson motorcycles or buy any products or services
directly from the Harley-Davidson Company. The aftermarket for parts and
accessories for Harleys is believed to be quite large, although there is no
known public source of sales statistics, since there are more than 600,000
Harleys currently registered in the United States and, based upon
Harley-Davidson Company's current production plans, this number will increase
to approximately 900,000 by 1999. New Harleys are in high demand, with
customers waiting up to one year or more to buy one, and many customers have
turned to the resale market to satisfy their desire for a Harley. The Company
believes that Harley customers typically spend between $4,000 and $10,000 on
their newly acquired Harleys in the form of custom upgrades and accessories.

13
<PAGE> 18

The Company's Superstores are located in Santa Ana, California,
Thousand Oaks, California, Dallas, Texas and Tampa Bay, Florida. The Company
is also establishing a network of franchised Bikers Dream stores, six of which
have been opened to date. Sales of aftermarket parts and accessories are also
made through the Company's 100 page full color mail order catalogue.

The Company intends to actively pursue a strategy of business growth
that involves the opening of up to 10 additional Superstores by mid 1997 and
the sale and opening of up to approximately 60 additional franchised Bikers
Dream stores by the end of 1999. In addition, the Company plans to open and
stock a central warehouse to replenish inventories of Superstores and
franchised stores and to fill orders received from mail-order catalogue
customers.

BIKERS DREAM SUPERSTORES

General. The Company sells and services used Harleys and offers a
full range of aftermarket parts, accessories and apparel at discount prices to
Harley enthusiasts. Most current providers of aftermarket parts, accessories
and services to Harley owners are small, independently owned shops, sometimes
referred to as "grease shops," ranging in size from approximately 1,500 to
4,000 square feet and located in older facilities. These shops have limited
space for display of motorcycles and accessories which appeal to today's
typical Harley customer. In addition, most Harley dealers have few, if any,
new Harleys in their showroom since they have all been pre-sold, nor do they
carry a large number of used Harleys. The Company has designed its Bikers
Dream Superstores to address the needs of the new breed of Harley customer,
sometimes referred to as a "rich urban biker" or "RUB," who purchases a
motorcycle primarily for recreational purposes and has an average household
income of approximately $54,000.

The Company currently owns and operates Bikers Dream Superstores
located in Santa Ana, California, Thousand Oaks, California, Dallas, Texas and
Tampa Bay, Florida. The Dallas and Tampa Bay Superstores opened in April 1995
and July, 1995, respectively. The Santa Ana, Thousand Oaks, Dallas and Tampa
Bay Superstores are approximately 12,000, 4,200, 10,000 and 10,500 square feet,
respectively. The large Superstores (approximately 10,000 square feet) are up
to 75% larger than most Harley dealers and other retail outlets.

Each Superstore features a large showroom for displays of merchandise,
warehousing for inventory and a repair and customizing shop. The Santa Ana
Superstore also contains administrative and franchise training offices. The
showroom is organized to allow variation in location of the displays to
accommodate customer traffic flow within the store and heighten interest. Some
in-store displays have been installed in the showroom by distributors and
manufacturers to present their products in a trade show mode, which enables
Bikers Dream to display products at manufacturers' expense. The area
designated as the warehouse offers adequate space to stock and store quantities
of all items on display in the showroom, along with numerous other parts items
not displayed, which are in constant demand. The area designated as service
and assembly is large enough to house a staff of mechanics and service
personnel and is capable of accommodating the custom building and rebuilding of
motorcycles. The forward area of the showroom is reserved for a display of
used Harley-Davidson motorcycles for sale.

Used Harley Sales. Each large Superstore typically has 30 or more
quality used Harleys in its showroom at all times. Approximately 70% of these
are 1990 to 1995 model Harleys, approximately 20% are 1984 to 1990 models and
the remaining 10% are pre-1984 models and an occasional classic. Most of the
Harley models on display feature the "Evolution" powertrain which the Harley-
Davidson Company began producing in 1984. Approximately 80% of the used
Harleys on display in a Superstore showroom are owned by the Company and the
remaining 20% are taken on consignment.

Sources for used Harley purchases are numerous and include individual
private sellers, regional brokers, in-house buyers and regional/national
motorcycle sales publications. The Company buys used Harleys taking into
consideration the wholesale value of the motorcycle and the costs of buying,
delivering, repairing, reconditioning and otherwise making the motorcycle ready
for sale. The Company believes that it will not encounter significant
difficulty in maintaining its inventory of used Harleys, although prices of
used Harleys are subject to market variations.

Approximately 20% of the used Harleys sold by the Company have been
taken on consignment. Under this arrangement, the Company receives a flat fee
plus the difference between the actual sales price and the price agreed upon by
the Company and the consignee. Consignments are obtained through local ads,
referrals and ongoing consignee relationships.

14
<PAGE> 19

The Company utilizes an on-line video system in each of its
Superstores which allows customers to view, in real time full motion video, all
models of Harley motorcycles and other custom items such as custom paint jobs
available at each Superstore and at participating Bikers Dream franchise
stores. Management believes that this is a new concept in retail sales. The
new video system has been favorably received by the Company's customers.

As part of its commitment to sell quality used Harleys, the Company's
service department inspects each motorcycle in accordance with a standard
inspection list. All safety-related items such as brakes, lights and tires,
are repaired as needed. Other repairs and reconditioning, if required, can
also be done by the Company's service department. Certain specialty work is
frequently less costly when performed by independent shops, however, and the
Company utilizes outside services as necessary. All motorcycles are thoroughly
detailed before they are placed on the showroom floor.

The Company offers financing through several financing sources at
rates which the Company believes are competitive with other financing sources
for motorcycles. The Company also offers third party warranty policies on the
late model Harley motorcycles it sells. The warranty policies are normally
sold at a premium over dealer cost. Motorcycle insurance is also offered
through several national companies. The Company receives a fee of up to 20% of
the annual insurance premium. Warranties and insurance are also often
financed. The Company receives a participation fee of up to 4% of the total
amount financed.

Customers may also obtain a Bikers Dream credit card which can be used
to purchase motorcycles as well as parts, accessories and clothing. The cards
are issued and underwritten by a leading national financial institution and can
be used only at Superstores and participating Bikers Dream franchise stores.

Aftermarket Products. The Company stocks and sells, at discount
prices, an extensive range of aftermarket products for the Harley enthusiast.
Many of these products are not offered by Harley dealers because of sourcing
restrictions in their dealer agreements, or by independent retailers who
typically carry a limited range of products for a variety of motorcycles.
According to published reports, only 23% of the independent retailers carry
aftermarket parts and accessories for Harleys. The Company currently offers as
many as 10,000 different parts and accessories, including replacement parts for
Harley motorcycles. The Company does not buy any products directly from the
Harley-Davidson Company.

The Company has supply arrangements in place with most of the major
motorcycle aftermarket parts and accessories suppliers. Under these
arrangements, none of which are the subject of a formal agreement, the Company
is entitled to quantity discounts on a distributor-type basis, allowing the
Company to sell certain products at dealer price levels to the Company's
franchisees and other dealers. The Company purchases its parts and accessories
on a COD basis and considers its relationship with its suppliers to be good.
No single company supplies more than 20% of the products sold by the Company.
Management believes that the loss of any supplier would not have a material
adverse effect on the Company because other suppliers could be relied upon to
meet the Company's requirements at a comparable cost.

The Company sells a line of accessories under the brand names Dream
Products and Bikers Dream Products. Some of these products such as Dream Seats
(custom motorcycle seats) are designed in-house, and some are existing products
which are private labeled. The Company, pursuant to arrangements with the
manufacturers, also blister packs or repackages certain items using the Bikers
Dream logo. The Company plans to expand its proprietary product line and
utilize blister packaging as merchandising and sales warrant.

Catalogue Sales. The Company has published a 100 page full color
mail-order catalogue of parts and accessories. The catalogues are marketed to
existing customers, at trade shows, in advertising materials and by word of
mouth. The catalogues are sold for a nominal amount plus postage and handling.
Approximately 5,000 catalogues were distributed in 1994. Catalogue generated
mail-order sales amounted to approximately $580,000 in fiscal 1994.

A newer and larger full color Bikers Dream catalogue is currently in
development and is scheduled for publication and distribution in 1995. The new
catalogue is expected to have approximately 300 pages and will, like the first
catalogue, be sold to prospective customers to defray its cost of development,
printing and distribution.

Service Department. The service department of each Superstore
services and repairs customer-owned Harleys as well as the used Harleys on
display in the showroom. The service department can also install parts and
accessories sold in the Superstore.

15
<PAGE> 20

Computerized Information System. The Company utilizes a
non-proprietary retail point of sale software system which the Company's
management believes satisfies all of the operations and day-to-day requirements
of the Company's aftermarket motorcycle business. All of the Company's
franchised stores also use the system. The system's capabilities include
inventory control, management reporting and point of sales information.

BUSINESS STRATEGY

The Company's objective is to become the market leader in sales of
aftermarket Harley motorcycles, parts, accessories and related apparel in the
United States. There are nearly 600,000 Harleys currently registered in the
United States and, based upon Harley-Davidson Company's current production
plans, this number is expected to increase to 900,000 by 1999. The Harley
biker of today is typically a male in his late thirties, with a household
income of approximately $54,000 and who is purchasing a motorcycle primarily
for recreational purposes. The Company has designed its Superstores and
developed a marketing plan to address the needs of this new breed of Harley
customer. The Company's strategy includes the following elements:

- Targeting the opening of one additional Superstore in
1995, seven additional Superstores in 1996 and two
additional Superstores in 1997 in major
metropolitan areas with a high concentration of
motorcycle registrations, such as San Jose,
California, Los Angeles, California, San Diego,
California, Reno, Nevada, Houston, Texas and Daytona,
Florida.

- Maintaining an adequate supply of quality used
Harleys for sale in each Superstore.

- Opening approximately three previously sold
franchised Bikers Dream stores in 1995 and selling
and opening an average of 16 franchised Bikers Dream
stores per year beginning in 1996 in mid-size market
areas not served by Superstores to a total of 70
franchised stores by year-end 1999.

- Opening, staffing and stocking a central warehouse in
1996 to replenish inventories of Superstores and
franchised stores and fill mail-order catalogue
orders.

- Publishing and distributing a new 300 page all color
mail-order catalogue to customers in areas not served
by Superstores or franchised Bikers Dream stores.

MARKETING AND ADVERTISING

There are currently in excess of 600,000 Harleys registered in the
United States and, based upon Harley-Davidson Company's current production
plans, this number is expected to grow to 900,000 by 1999. New Harleys are in
high demand, with customers waiting up to one year or more to buy a new one.
Many customers have turned to the resale market to satisfy their desire for a
Harley. The Company believes that Harley customers typically spend between
$4,000 and $10,000 on accessories to customize and upgrade their newly acquired
Harleys.

The Company markets exclusively to Harley customers, and its
Superstores and franchised stores have been designed to appeal to the new breed
of Harley customer. The Superstores feature a large inventory of quality used
Harleys and an extensive range of aftermarket parts and accessories.

The Company advertises its products in electronic and print media most
frequently seen or heard by the Company's targeted customer group. Catalogue
sales and retail locations are advertised nationally in various specialty
motorcycle magazines. Motorcycles are advertised in local trade publications
and in the automotive classified section of local newspapers. Direct mail,
local radio and, occasionally, local cable television are used during certain
promotions and to support special events.

16
<PAGE> 21
CENTRAL WAREHOUSE

The Company plans to stock, staff and operate a strategically located
warehouse to function as a central distribution plant for its Superstores and
franchise outlets and to fill orders from its mail-order catalogue customers.
The central warehouse is expected to improve order fulfillment rates. Although
the Company anticipates that the central warehouse will be located in Reno,
Nevada, the site selection has not been finalized.

FRANCHISING ACTIVITIES

The Company is in the process of establishing a network of franchised
Bikers Dream stores. The franchise stores, which are modeled after the
Company-owned Superstores, will be located throughout the United States to
service the mid-size markets not served by Superstores. The Company has sold
ten Bikers Dream franchises (three in California and seven in other states)
at a price of $15,000 per franchise, seven of which are currently open and
operating. In addition, the Company is conducting negotiations with
several other potential franchisees for the sale of a Bikers Dream franchise.

The Company has marketed its franchises primarily by advertising in
motorcycle and specialty magazines. The franchise advertisement has appeared
in a portion of a larger general advertisement featuring the Company's
products, service and mail-order catalogue. The majority of responses to the
franchise advertisements have been from Harley owners and enthusiasts. The
Company intends to advertise in publications such as the Wall Street Journal
and other national publications such as Inc. Magazine, The Robb Report, The
DuPont Registry and Bigtwin.

Each franchisee receives an exclusive territory for which the
franchisee pays an initial franchise fee and monthly royalties based on sales.
The Company provides franchisees with in-house and on site training and a copy
of the Company's franchise operations manual, ongoing newsletters, site
support and other operational marketing assistance.

The Company was advised by its recently retained special franchise
counsel that certain previous franchise sales and offers to sell franchises
were not made in compliance with applicable federal and state franchise laws
and regulations. Special franchise counsel also advised the Company that
applicable federal and state franchise laws have broad enforcement provisions,
and that under certain state laws the potential and existing franchisees may
have a private cause of action for franchise violations. Consequently, the
Company suspended its franchise sales activities in March, 1995 while it was in
the process of preparing the required disclosure documents and complying with
federal and state franchising laws for future offers and sales of franchises.
The Company, through its wholly owned subsidiary, Bikers Dream International,
Inc. ("BDII"), has filed its franchise registrations as required by law, and as
of September 30, 1995, is authorized to sell franchises in all states and
possessions of the United States except Hawaii. The Company restructured its
franchise program and resumed its franchise sales activities in August, 1995.
Bikers Dream has provided written notice to its three California franchisees
and one person who was negotiating to acquire a Bikers Dream franchise of their
remedies and rights under California franchise laws. Franchisees who do not
elect to pursue the remedies available to them under California law will remain
as franchisees of the Company. The Company has acquired one operating
franchise from a California franchisee for approximately $304,000, is
negotiating to acquire another operating franchise from a California franchisee
for an amount not expected to exceed $140,000 and has agreed to refund the
$15,000 franchisee fee plus out-of-pocket expenses of approximately $6,000 to a
non-operating California franchisee. The Company is also negotiating to settle
a dispute with a former California franchise applicant as to the terms of a
proposed franchise, and based upon recent discussions, management believes that
the dispute can be resolved without any material adverse effect on the Company.
In addition, the Company is currently evaluating the status of its relationship
with its seven existing non-California franchisees to determine if any
notification requirements exist regarding possible prior franchise violations.
Management believes, based upon recent discussions with these franchisees
regarding the Company's restructured franchise program, that all or
substantially all of them will accept the Company's offer and remain as
franchisees of the Company.

COMPETITION

The market in which Bikers Dream competes is highly competitive. The
main source of competition is the licensed Harley-Davidson motorcycle dealer
network which primarily sells new Harley-Davidson motorcycles, accessories and
parts and provides repair/maintenance service on all Harley-Davidson models.
Bikers Dream believes that most of the licensed Harley-Davidson dealers neither
emphasize nor use marketing or business practices and procedures comparable to
those used by the Company in the sale of used Harley-Davidson motorcycles or
the sale of aftermarket accessories and apparel. In addition, there are a
substantial number of independent motorcycle shops which provide

17
<PAGE> 22
aftermarket parts, services and accessories to Harley-Davidson motorcycle
owners. Bikers Dream believes that most of the aftermarket motorcycle shops
are small, privately owned businesses with limited facilities, capital and
other resources.

PATENTS, LICENSES AND TRADEMARKS

The Company has no patents or licenses. The Company has obtained a
service mark registration in the United States for the mark "BIKERS DREAM."

REGULATION

The Company's operations are subject to regulation, supervision and
licensing under various federal, state and local statutes, ordinances and
regulations. Compliance with existing laws and regulations applicable to the
Company has not had a material adverse effect on the Company's operations.
Management believes that it maintains all requisite licenses and permits and is
in substantial compliance with all applicable federal, state and local laws and
regulations.

EMPLOYEES

As of September 30, 1995, the Company had 72 full-time employees.

PROPERTIES

The Company leases approximately 12,000 square feet of space in Santa
Ana, California, approximately 10,000 square feet of space in Dallas, Texas,
approximately 10,500 square feet of space in Tampa Bay, Florida and
approximately 4,200 square feet in Thousand Oaks, California. The Company pays
rent of approximately $10,970 per month under its Santa Ana lease and
approximately $8,000 per month under its Dallas lease. The Company has agreed
to pay monthly rent under its Tampa Bay lease of approximately $4,000 during
the first year and approximately $8,000, $8,400, $8,800 and $9,200 during each
of the remaining four years of the lease. The Company has agreed to pay
monthly rent under its Thousand Oaks lease of approximately $3,500 during the
first two years and $4,1000, $4,200 and $4,410 during each of the remaining
three years of the lease. The Santa Ana lease expires on August 31, 2003, with
two successive five year options to renew, the Dallas lease expires on December
31, 1999 with two successive five year options to renew, the Tampa Bay lease
expires on May 31, 2000 with a five year option to renew and the Thousand Oaks
lease expires on June 30, 1999. All of the leased property is in good
condition.

LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's current management consists of the following persons,
all of whom have held office since March 13, 1995 (the date of the acquisition
by the Company of Bikers Dream, Inc.) other than Rowland W. Day II who has been
a director since October, 1985 serving in various capacities, including
President, from October, 1985 until March 13, 1995.

<TABLE>
<CAPTION>
Name Office
---- ------
<S> <C>
Dennis Campbell President and Director
William R. Gresher Senior Vice President, Chief Financial, Operating and
Administrative Officer and Director
Jeffrey L. Simons Executive Vice President
Richard E. King, Jr. Secretary and Director
Rowland W. Day II Director
</TABLE>

18
<PAGE> 23

The Company has agreed for a period of three years commencing March
13, 1995 to nominate and elect two members of the Company's Board of Directors
(to be composed of a total of five members) designated by Rowland W. Day II,
one of whom may be Mr. Day and both of whom shall be "independent directors"
(i.e., directors who are not also officers and/or employees of the Company).
As of the date of this Prospectus, Mr. Day has not designated anyone other than
himself to serve on the Board of Directors.

Directors are elected on an annual basis at the Company's annual
meeting of stockholders. The present term for each director will expire at the
next annual meeting of stockholders or at such time as their successor is duly
elected and qualified. Executive officers are elected annually and, except to
the extent governed by employment contracts, serve at the discretion of the
Board of Directors.

DENNIS CAMPBELL, President, Director and founder of Bikers Dream.
Prior to founding Bikers Dream in 1990 as a sole proprietorship and
incorporating the business in 1991, Mr. Campbell had extensive experience in
developing, opening, and operating automobile parts and accessories stores. In
1983, Mr. Campbell opened Vee Dub Parts Unlimited, which offered custom parts
and accessories for Volkswagen automobiles. Within one year of its inception,
Vee Dub Parts Unlimited was one of the industry leaders on a worldwide basis.
In 1985, Mr. Campbell started Vee Dub Parts Unlimited Machine Shop, a division
of Vee Dub Parts Unlimited, dedicated to building engines, custom machining,
and development of signature series hi-flow racing heads. In 1986, Mr.
Campbell purchased Ed's Machine, a crankshaft manufacturing company, which
provided a complete line of high performance crankshafts for Volkswagen
automobiles. In 1987, Mr. Campbell sold Denmar Enterprises, Inc., a holding
company for Vee Dub Parts Unlimited and Ed's Machine. From 1987 to 1990, Mr.
Campbell was employed as Finance Manager of Bill Maxey Toyota in Huntington
Beach, California.

WILLIAM R. GRESHER, Senior Vice President, Chief Financial, Operating
and Administrative Officer and Director. Prior to joining the Company on a
full time basis in September, 1995, Mr. Gresher was Vice President-Finance of
Allergan, Inc. Irvine, California. Mr. Gresher served in various financial
executive positions with Allergan since early 1990. Immediately prior
to becoming Vice President-Finance of Allergan, he was Vice President
and Controller of Allergan Europe, based in the U.K. Prior to joining
Allergan he held various financial executive positions with Baxter
International, Deerfield, Illinois for 10 years, Bell & Howell, in Lincolnwood,
Illinois and Tokyo, Japan, and earlier as a Senior Auditor with Arthur Anderson
& Co., certified public accountants, at the Chicago office for 5 years. Mr.
Gresher retains his credential as a certified public accountant and is an
active member of the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants. He holds Bachelor of
Science and Master of Business Administration degrees from Northern Illinois
University.

JEFFREY L. SIMONS, Executive Vice President. Prior to joining the
Company in 1995, Mr. Simons served as Director of Retail Operations and
Merchandising with Easyriders Franchising, Inc. where he was responsible for
all facets of franchise development and implementation, including concepts,
planning, operations, systems, staffing, training, and merchandising. From
1982 to 1994, Mr. Simons ascended through various divisions in
Harley-Davidson, Inc., and Harley-Davidson International, Inc. where he was
involved in testing and development, engineering and powertrain performance,
international sales, marketing, and distribution. He was also responsible for
the strategic planning, implementation, and management of all Harley-Davidson
International "Designer Store" franchise development, renovation, and
merchandising programs outside of North America. During his career with
Harley-Davidson, he spent extensive periods of time overseas engaged in
negotiation, sales, and communication with independent distributors, subsidiary
management, and the franchise dealers network.

RICHARD E. KING, JR., Secretary and Director. Mr. King is a
practicing attorney in Newport Beach, California. He has practiced in the area
of business and corporate law, corporate finance, tax and international tax,
and estate planning for 32 years. He has also served as President and Chief
Executive Officer of two corporations in the construction and sports industries
and has served on the Board of Directors of a number of corporations. Mr. King
is a member of the California, Pennsylvania, Federal District Courts and U.S.
Tax Court bars. He holds a Bachelor of Arts degree from Denison University,
Granville, Ohio and a Juris Doctorate from the University of Michigan Law
School, Ann Arbor.

ROWLAND W. DAY II, Director. Mr. Day is a partner in the law firm of
Day & Campbell in Costa Mesa, California. He has practiced in the area of
business and corporate law and corporate finance for 12 years. Mr. Day is a
member of the California bar. He holds a bachelor of arts degree from
California State University at Fullerton and a Juris Doctorate from Whittier
Law School.

19
<PAGE> 24

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has established a compensation committee consisting of the
two members of the Board who are not otherwise affiliated with the Company.
The Company currently has no other committees of its Board of Directors, but it
is anticipated that standing audit and stock option committees will be
established. It is expected that the audit committee will consist of members
of the Board who are not otherwise affiliated with the Company.

COMPENSATION OF DIRECTORS

The Company currently has no standard compensation arrangements with
its directors. It expects it will pay an annual fee and/or per meeting fees to
each of its directors who is not an employee of the Company, but such amounts
have not yet been determined. All directors of the Company are eligible to
receive options under the Company's stock option plan. See "Management - Stock
Option Plans."

EXECUTIVE COMPENSATION

The following table sets forth certain summary information regarding
compensation paid by the Company for services rendered during the last fiscal
year by the chief executive officer of the Company. There are no other
executive officers whose annual salary and bonus compensation exceeded
$100,000.

<TABLE>
<CAPTION>
Annual Compensation
Name and Principal ------------------- Other
Position Salary Bonus Compensation
-------- ------ ----- ------------
<S> <C> <C> <C>
Dennis Campbell $141,277 $9,000 $2,000(1)
President
</TABLE>

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

(1) Allowance for automobile expenses.

EMPLOYMENT AGREEMENTS

The Company has entered into a five year employment agreement with
Dennis Campbell effective as of September 1, 1994, pursuant to which Mr.
Campbell is entitled to receive an annual salary of $120,000, a monthly car
allowance of $500, a bonus of $50,000 for each new Bikers Dream Superstore that
is opened and a commission of 20% of the franchise fee for each Bikers Dream
franchise sold by the Company that is opened. The Company has agreed to pay
the premiums on a disability policy providing income continuation of 60% of Mr.
Campbell's salary in the event he becomes disabled and has also agreed to pay
the premiums on a term life insurance policy providing for death benefits in
the amount of $500,000 to a beneficiary designated by Mr. Campbell. Upon
termination of the agreement by the Company without good cause (as defined in
the agreement), Mr. Campbell is entitled to receive an amount equal to four
years annual salary at the then current rate of compensation.

The Company has entered into a five year employment agreement with
William R. Gresher effective as of September 25, 1995, pursuant to which Mr.
Gresher is entitled to receive an annual salary of $185,000. Mr. Gresher is
also entitled to receive a bonus of 5% of the first one million dollars of
annual net after tax profits and 2% of the second one million dollars of annual
net after tax profits of the Company. The Company has agreed to grant Mr.
Gresher options to purchase, at an exercise price of $2.50 per share, 300,000
shares of Common Stock, 240,000 of which shall be granted under the Company's
Incentive Stock Option Plan. The options are immediately vested as to 50,000
of such shares and vest over a five year period as to the balance of such
shares. The Company has agreed to pay the premiums on a term life insurance
policy providing for death benefits in the amount of $500,000 to a beneficiary
designated by Mr. Gresher. Upon termination of the agreement by the Company
without good cause (as defined in the Agreement) during the first 12 months of
employment, Mr. Gresher is entitled to receive severance pay in an amount equal
to his monthly

20
<PAGE> 25

salary for a period of 12 months plus one additional month for each month of
service performed, up to an additional 12 months, under the Agreement.

The Company has entered into a five year employment agreement with
Jeffrey L. Simons effective as of March 1, 1995, pursuant to which Mr. Simons
is entitled to receive an annual salary of $108,000. Mr. Simons is also
entitled to receive a bonus of $2,750 for each new Bikers Dream Superstore that
is opened, excluding repurchased franchise stores, and 20% of the initial
franchise fee for each new franchise store that is opened. The Company has
agreed to grant to Mr. Simons an option to purchase, at an exercise price of
$1.50 per share, 100,000 shares. The option vests, on a pro-rata quarterly
basis, 10,000 shares, 15,000 shares, 20,000 shares, 25,000 shares and 30,000
shares during fiscal years 1995, 1996, 1997, 1998 and 1999, respectively. The
Company has also agreed to pay Mr. Simons a net cash bonus equal to $1.50 for
each share issued to Mr. Simons upon exercise of the option.

STOCK OPTION PLANS

The Company has adopted a non-qualified stock option plan
("Non-Qualified Plan") for its directors and has reserved a total of 250,000
shares to be issued upon exercise of options granted under the Non-Qualified
Plan. The Non-Qualified Plan has not yet been submitted to the Company's
stockholders for approval. In April, 1995, the Company granted options to
purchase, at an exercise price of $1.50 per share, 50,000 shares to each of
Messrs. Dennis Campbell, William R. Gresher, Richard E. King, Jr. and Rowland
W. Day II. The options are immediately vested as to 10,000 shares and the
balance will vest at the rate of 2,500 shares per quarter over a four-year
period.

The Company has adopted an incentive stock option plan ("Incentive
Plan") for its employees and has reserved a total of 1,000,000 shares of Common
Stock to be issued upon exercise of options granted under the Incentive Plan.
The Incentive Plan has not yet been submitted to the Company's stockholders for
approval. At September 30, 1995, options to purchase 137,500 shares had been
granted at an exercise price of $1.50 per share, and options to purchase
240,000 shares had been granted at an exercise price of $2.50 per share, none
of which have been exercised.

The Incentive Plan provides for the grant by the Company of options to
purchase shares of the Company's Common Stock to its officers and key
employees. The Incentive Plan provides that it is to be administered by a
committee appointed by the Board of Directors (the "Committee") who are
"disinterested" as such term is defined under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended. The Committee has discretion, subject to the
terms of the Incentive Plan, to select the persons entitled to receive options
under the Incentive Plan, the terms and conditions on which options are
granted, the exercise price, the time period for vesting such shares and the
number of shares subject thereto.

No incentive stock option may be granted to any person who owns stock
possessing more than 10% of the combined voting power of all classes of the
Company's stock or of its parent ("10% Stockholders") unless the exercise price
is at least equal to 110% of fair market value on the date of grant. Options
may be granted under the Incentive Plan for terms of up to 10 years, except for
options granted to 10% stockholders which are limited to 5-year terms. The
exercise price of incentive options granted under the Incentive Plan must be at
least equal to the fair market value of the Common stock as of the date of
grant. No options may be granted to an optionee under the Incentive Plan if
the aggregate fair market value (determined on the date of grant) of the stock
with respect to which options are exercisable by such optionee in any calendar
year under all such plans of the Company and its affiliates exceeds $100,000.

LIMITATION ON DIRECTORS' LIABILITIES UNDER CALIFORNIA LAW

The Company's Bylaws provide for indemnification of directors and
officers against certain liabilities. Officers and directors of the Company
are indemnified generally against expenses, judgments, fines and other amounts
actually and reasonably incurred in connection with actions, suits or
proceedings, whether civil or criminal, provided that it is determined that
they acted in good faith and in a manner they reasonably believed to be in the
best interests of the Company, and, in any criminal matter, had reasonable
cause to believe that their conduct was not unlawful; provided, however, that
in the case of a suit or proceeding by or in the right of the Company, such
persons shall be indemnified only to the extent of expenses actually and
reasonably incurred by them in connection with the defense or settlement
thereof and no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Company, unless and only to the extent that the court in which such corporate
suit or

21
<PAGE> 26
proceeding was pending shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper. The Company has also obtained directors'
and officers' liability insurance in the amount of $1,000,000.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

CERTAIN TRANSACTIONS

During 1994 and 1993, the Company incurred $156,923 and $59,832,
respectively, in legal fees and/or consulting services fees from a law firm
with which Rowland W. Day II, a director of the Company, was associated.

During 1993, the Company issued 66,014 shares of Common Stock
(adjusted to give effect to the completion of a 1 for 1,363.341473 reverse
split of the Company's outstanding Common Stock) to Rowland W. Day II and
Robert C. Horlick, a former officer and director of the Company, and to a
partner in the law firm with which Mr. Day was associated in lieu of payment
for certain consulting and acquisition investigation services rendered, which
aggregated $63,000. Of those shares issued, 61,613 were issued to such former
officers and directors of the Company.

In August, 1994, Rowland W. Day II loaned $300,000 to the Company.
The loan was evidenced by the Company's non-interest bearing convertible
promissory note which was converted into shares of the Company's Common Stock
upon consummation of the Bikers Dream Acquisition at the conversion price of
$1.00 per share. The Company used the proceeds of the loan from Mr. Day along
with the proceeds of other loans from non-affiliates in the aggregate
additional amount of $200,000 to make a $500,000 secured loan to Bikers Dream
upon the signing of the Acquisition Agreement. The Company agreed to issue
warrants to such non-affiliates to purchase 200,000 shares of the Company's
Common Stock at a price of $1.50 per share.

In February, 1995, Rowland W. Day II loaned $50,000 to the Company,
the proceeds of which were used to purchase four used Harley-Davidson
motorcycles. The Company repaid the loan and interest thereon in the amount of
$2,000 to Mr. Day in March, 1995.

The Company agreed to grant to Rowland W. Day II, and/or his assigns,
upon consummation of the Bikers Dream Acquisition, an irrevocable three year
option to purchase, at a price of $1.00 per share, 550,000 shares of Common
Stock. Mr. Day has assigned his right to receive options to purchase 170,000
of such shares to other persons. The option provides that the holders of
shares issued upon exercise of the option will have certain rights to register
such shares under the Securities Act.

Rowland W. Day II will have the right for a period of three years
after the consummation of the Bikers Dream Acquisition to designate two members
of the Company's Board of Directors (to be composed of a total of five
members), one of which may be Mr. Day, and the right to attend meetings of the
Company's Board of Directors as an observer.

In April, 1995, the Company granted options to each of its current
directors to purchase, at an exercise price of $1.50 per share, 50,000 shares
of Common Stock. See "Management - Stock Option Plan."

In April and August, 1995, Dennis Campbell loaned $75,000 and $24,000,
respectively, to the Company, the proceeds of which were used for working
capital. The Company has agreed to repay the loans and interest thereon on
demand.

In September, 1995, the Company granted an option to William R.
Gresher to purchase, at an exercise price of $2.50 per share, 300,000 shares of
Common Stock. The option is immediately vested as to 50,000 shares and vests
as to the balance of the shares over a five year period. See "Management -
Employment Agreements."

22
<PAGE> 27

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of September 30, 1995, information
regarding ownership of Common Stock by each person known by the Company to be
the beneficial owner of more than 5% of the Company's outstanding Common Stock,
by each director and by all executive officers and directors of the Company as
a group. All persons named have sole voting and investment power over their
shares except as otherwise noted.

<TABLE>
<CAPTION>
Number of Percent
Name Shares Owned of Class
---- ------------ --------
<S> <C> <C>
Dennis Campbell 2,467,990 (1) 44%
1420 Village Way
Santa Ana, California 92705

William R. Gresher 390,632 (2) 6.8%
1420 Village Way
Santa Ana, California 92705

Richard E. King, Jr. 15,000 (3) .08%

Rowland W. Day II 888,181 (4) 14.8%
3070 Bristol Street, Suite 650
Costa Mesa, CA 92626

Brian Downing 255,555 4.6%
4861 Silver Spur
Yorba Linda, California 92686

All officers and directors
as a group (5 persons) 3,761,803 (1)(2)(3)(4)(5) 62.3%
</TABLE>

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

(1) Includes 10,000 shares subject to the presently exercisable portion of an
option held by Mr. Campbell to purchase a total of 50,000 shares. See
"Management - Stock Option Plans."

(2) Includes 60,000 shares subject to the presently exercisable portion of
options held by Mr. Gresher to purchase a total of 350,000 shares. See
"Management - Employment Agreements."

(3) Includes 10,000 shares subject to the presently exercisable portion of an
option held by Mr. King to purchase a total of 50,000 shares.

(4) Includes 390,000 shares subject to the presently exercisable portion of
options held by Mr. Day and the Day Family Trust.

(5) Does not include up to 100,000 shares which may be issued upon exercise of
an option granted to Jeffrey Simons in accordance with the terms of his
employment agreement. See "Management - Employment Agreements."

SELLING STOCKHOLDERS

The Selling Stockholders are offering hereby a total of 2,221,117
shares of Common Stock, including 595,000 shares of Common Stock issuable upon
the exercise of currently exercisable options. The following table sets forth
the name of each person who is a Selling Stockholder, the number of securities
owned by each such person as of September 30, 1995 and the number of shares of
Common Stock such person will own after the completion of this offering. The

23
<PAGE> 28

following table assumes the exercise of all options beneficially owned by each
such stockholder for which the underlying shares of Common Stock are being
offered hereby.

<TABLE>
<CAPTION>
Shares Beneficially Owned
After Offering(1)
--------------
Shares Beneficially Owned Shares Included
Name of Selling Stockholder Prior to Offering In This Offering Number Percent
- --------------------------- ----------------- ---------------- ------ -------
<S> <C> <C> <C> <C>
Dennis Campbell, 2,457,990 245,799 2,212,191 40%
Trustee of the Dennis
Campbell Revocable Trust(2)

Kemper Clearing Corp. 60,000 22,263 37,737 *%
FBO William R. Gresher
IRA(3)

Richard E. King, Jr.(4) 5,000 500 4,500 *

Day Family Trust(5) 485,334 485,334 0 -

Rowland W. Day II IRA(6) 266,667 266,667 0 -

Brian and Cheryl Downing, 255,555 25,555 230,000 4.1%
Trustees of the Downing
Revocable Trust

Eric C.S. Meyer(7) 20,000 20,000 0 -

Eric and Mary Ellen Meyer(7) 5,000 5,000 0

Donald Duffy(8) 17,500 17,500 0 -

Caldwell R. Campbell(9) 114,670 100,000 14,670 *

James J. Coyne 50,000 50,000 0 -

Kemper Clearing Corp.
FBO William McLeod IRA 11,666 11,666 0 -

Lawrence E. Peschke and
Susan V. Peschke 10,000 10,000 0 -

Peter Kapsimalis 70,000 70,000 0 -

George J. Donohue 20,000 20,000 0 -

Gregory G. Schmidt and 75,000 75,000 0 -
Katitza Schmidt

Lenard S. Dacanay 3,333 3,333 0 -

David Manley 4,000 4,000 0 -

Robert London 16,666 16,666 0 -
</TABLE>

24
<PAGE> 29

<TABLE>
<S> <C> <C> <C> <C>
Donald B. Kearns and 16,667 16,667 0 -
Jean K. Wickersham

Douglas B. Schreier 6,000 6,000 0 -

Rowland W. Day(10) 68,000 68,000 0 -

MD Strategic, L.P. 120,000 120,000 0 -

Don C. Barton 6,667 6,667 0 -

Tom and Shellie Paul 5,000 5,000 0 -

Sue and Larry Peschke 5,000 5,000 0 -

Robert and Bernadette Gresher 2,000 2,000 0 -

Stanton F. Weissenborn 12,500 12,500 0 -

Ian A. Reddin 25,000 25,000 0 -

William Whalen 25,000 25,000 0 -

Charles T. Young 25,000 25,000 0 -

Elliot M. Lavigne 25,000 25,000 0 -

Warren Weiner 25,000 25,000 0 -

Paul A. Minor, Jr. 12,500 12,500 0 -

Paul A Minor, Jr. &
Howard Tuthill, Trustees
for Estate of Wm. R. McElroy 37,500 37,500 0 -

Paul Tanico 25,000 25,000 0 -

Paul Tanico IRA 12,500 12,500 0 -

William James Bell 25,000 25,000 0 -

Dr. John F. Bunk 25,000 25,000 0 -

James Coleman 2,500 2,500 0 -

Victoria Dauphinot 2,500 2,500 0 -

Timothy C. Davis 5,000 5,000 0 -

Martin D. Fife 5,000 5,000 0 -

William J. Fusco 5,000 5,000 0 -

D. Bruce Horton 7,500 7,500 0 -

Michael Green 5,000 5,000 0 -

Thomas P. Kikis 12,500 12,500 0 -
</TABLE>

25
<PAGE> 30

<TABLE>
<S> <C> <C> <C> <C>
Marshall Manley 25,000 25,000 0 -

Glenn T. Marcin 25,000 25,000 0 -

William J. Marshall 7,500 7,500 0 -

Douglas L. Mason 7,500 7,500 0 -

Boyce Meyer 50,000 50,000 0 -

Donald J. O'Neil 25,000 25,000 0 -

Elaine G. Reddin 25,000 25,000 0 -

Mimi Vail 2,500 2,500 0 -

Wavemark Partners, L.P. 25,000 25,000 0 -

Meyer, Duffy & Associates, Inc.(11) 30,000 30,000 0 -
</TABLE>

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

* Less than 1%

(1) Gives effect to exercise of all of the options for which the
underlying shares of Common Stock are being offered hereby and the
sale of all of the shares of Common Stock being offered by the Selling
Stockholders.

(2) Mr. Campbell is President and a director of the Company. Does not
include 50,000 shares subject to an option held by Mr. Campbell.

(3) Mr. Gresher is Senior Vice President, Chief Financial, Operating and
Administrative Officer and a director of the Company. Does not
include 350,000 shares subject to options held by Mr. Gresher or
308,369 shares held by Mr. Gresher which are not being offered hereby.

(4) Mr. King is Secretary and a director of the Company. Does not include
50,000 shares subject to an option held by Mr. King.

(5) Mr. Day, a Co-Trustee of the Day Family Trust, is a director of the
Company. Includes 180,000 shares subject to a currently exercisable
option.

(6) Mr. Day is a director of the Company. Includes 200,000 shares subject
to a currently exercisable option. Does not include 50,000 shares
subject to an option held by Mr. Day or 126,180 shares held by Mr. Day
which are not being offered hereby.

(7) Mr. Meyer is a former director of the Company. Includes 10,000 shares
subject to a currently exercisable option.

(8) Mr. Duffy is a former director of the Company. Includes 10,000 shares
subject to a currently exercisable option.

(9) Includes 100,000 shares subject to a currently exercisable option.

(10) Includes 50,000 shares subject to a currently exercisable option

(11) Includes 30,000 shares subject to a currently exercisable option.

26
<PAGE> 31

All costs, expenses and fees in connection with the registration of
the shares offered hereby will be borne by the Company. All brokerage
commissions, if any, attributable to the sale of shares will be borne by the
Selling Stockholders.

The Selling Stockholders' sales of shares of Common Stock may be
effected from time to time in transactions (which may include block
transactions) in the over-the-counter market, in negotiated transactions,
through the writing of options on the Common Stock, or a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Common Stock directly to
purchasers or to or through broker-dealers which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders and/or the
purchasers of Common Stock for whom such broker-dealers may act as agents or
to whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of the
Common Stock might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act. The Selling Stockholders may agree to indemnify
any agent, dealer or broker-dealer that participates in transactions involving
sales of the shares against certain liabilities, including liabilities arising
under the Securities Act.

Selling Stockholders holding 306,117 shares of Common Stock; namely,
Dennis Campbell (245,799 shares), William Gresher IRA (22,263 shares), Richard
E. King, Jr. (500 shares), Brian and Cheryl Downing (25,555 shares), Tom and
Shellie Paul (5,000 shares), Sue and Larry Peschke (5,000 shares) and Robert
and Bernadette Gresher (2,000 shares), have agreed not to sell such shares for
a period of 120 days after the date of this Prospectus.

Because the Selling Stockholders may each be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities Act, the
Selling Stockholders will be subject to prospectus delivery requirements under
the Securities Act. Furthermore, in the event of a "distribution" of its
shares, the Selling Stockholder, any selling broker or dealer and any
"affiliated purchasers" may be subject to Rule 10b-6 under the Exchange Act
until its participation in that distribution is completed.

The Selling Stockholders may also use Rule 144 under the Securities
Act to sell the shares if they meet the criteria and conform to the
requirements of such Rule.

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company's Articles of Incorporation authorizes the issuance of
25,000,000 shares of Common Stock without par value, of which approximately
5,535,920 shares were outstanding as of September 30, 1995.

Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the shareholders and, upon the giving of
notice as required by law, are entitled to cumulate their votes in the election
of directors. Holders of shares of Common Stock are entitled to share ratably
in dividends, if any, as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders
of shares of Common Stock are entitled to share pro rata all assets remaining
after payment in full of all liabilities. Holders of Common Stock have no
preemptive or other subscription rights, and there are no conversion rights or
redemption or sinking fund provisions with respect to such shares.

In connection with its acquisition of Bikers Dream, Inc., the Company
agreed not to issue, without the unanimous approval of its Board of Directors,
during each year of a three year period commencing on March 13, 1995, any
shares of Common Stock, or any shares convertible into Common Stock, or any
options, warrants or other rights to purchase shares of Common Stock, in excess
of 5% of the total number of shares of Common Stock outstanding immediately
after the consummation of such acquisition (such number of outstanding shares
being 4,700,000), except for shares issued in connection with acquisitions or
shares issued upon exercise of options and warrants outstanding immediately
after the consummation of such acquisition.

27
<PAGE> 32

OPTIONS

The Company has granted options to purchase 550,000 shares of Common
Stock at an exercise price of $1.00 per share. The options are exercisable at
any time prior to March 13, 1998.

The Company has granted options under the Company's Non-Qualified
Stock Option Plan to each of its four current directors to purchase, at an
exercise price of $1.50 per share, 50,000 shares of Common Stock. The options
are immediately vested as to 10,000 shares and the balance will vest at the
rate of 2,500 shares per quarter over a four year period. See "Management -
Stock Option Plans."

The Company has granted to employees under the Company's Incentive
Stock Option Plan options to purchase 137,500 shares of Common Stock at an
exercise price of $1.50 per share, and options to purchase 240,000 shares of
Common Stock at an exercise price of $2.50 per share. See "Management - Stock
Option Plans."

The Company has granted an option to William R. Gresher to purchase,
at an exercise price of $2.50 per share, 60,000 shares of Common Stock. The
option is immediately vested as to 10,000 shares and the remaining portion of
the option is vested over a five year period commencing in September, 1995.
See "Management - Employment Agreements."

The Company has granted an option to a consultant to purchase, at an
exercise price of $2.50 per share, 30,000 shares of Common Stock.

REGISTRAR AND TRANSFER AGENT

The Registrar and Transfer Agent for the Company's Common Stock is
American Securities Transfer, 1825 Lawrence Street, Suite 444, Denver, Colorado
80202.

LEGAL MATTERS

Certain matters with respect to the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by Day & Campbell,
Costa Mesa, California. Mr. Rowland W. Day II, a member of the firm, is a
director of the Company and owned 498,181 shares of the Company's Common Stock
as of the date of this Prospectus and also holds options to purchase an
additional 430,000 shares of the Company's Common Stock from the Company.
Caldwell R. Campbell, a member of the firm, owned 14,670 shares of the
Company's Common Stock as of the date of this Prospectus and also holds an
option to purchase an additional 100,000 shares of the Company's Common Stock
from the Company.

EXPERTS

The audited financial statements of the Company as of December 31,
1993 and 1994 and for the years then ended in this Prospectus and the related
Registration Statement, have been audited by Lesley, Thomas, Schwarz & Postma,
independent auditors, as set forth in their report thereon appearing elsewhere
herein and in the Registration Statement, and are included in reliance upon
such reports given upon the authority of such firm as experts in accounting and
auditing.

FURTHER INFORMATION

The Company has filed with the Securities and Exchange Commission
("Commission"), a Registration Statement on Form SB-2 with respect to the
securities which are offered by this Prospectus. This Prospectus omits certain
information which is contained in the Registration Statement as permitted by
the Rules and Regulations of the Commission. For further information,
reference is made to the Registration Statement including the exhibits filed

28
<PAGE> 33
therewith, which may be examined without charge at the Washington, D.C. offices
of the Commission and copies of all or any part thereof may be obtained upon
payment of the Commission's charge for copying. The statement contained in
this Prospectus as to the contents of any contract or other document identified
as exhibits in this Prospectus are not necessarily complete, and in each
instance, reference is made to the copy of such contract or document filed as a
exhibit to the Registration Statement, each statement being qualified in any
and all respects by such reference.

29
<PAGE> 34
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report of Lesley, Thomas, Schwarz & Postma F-2

Balance Sheets as of December 31, 1994 and December 31, 1993, and as of
September 30, 1995 (unaudited) F-3

Statements of Operations for the years ended December 31, 1994, 1993 and 1992,
and for the nine months ended September 30, 1995 (unaudited) F-5

Statements of Changes in Shareholders' Equity for the years ended December 31, 1994,
1993 and 1992, and for the nine months ended September 30, 1995 (unaudited) F-6

Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992, and
for the nine months ended September 30, 1995 (unaudited) F-7

Notes to Financial Statements F-9
</TABLE>

F-1
<PAGE> 35

March 15, 1995

Independent Auditors' Report

To the Stockholders of
Bikers Dream, Inc.

We have audited the accompanying balance sheet of Bikers Dream, Inc.
as of December 31, 1994 and 1993, and the related statements of operations,
changes in stockholders' equity, and cash flows for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Bikers Dream, Inc.
as of December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1994 in
conformity with generally accepted accounting principles.

Lesley, Thomas, Schwarz and Postma

F-2

<PAGE> 36

BIKERS DREAM, INC.
------------------
BALANCE SHEET
-------------

ASSETS
------

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
SEPTEMBER 30,
1995 1994 1993
------------- ---------- --------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents (Note 2) $ 195,323 $ 18,136 $
Accounts receivable (Note 2) 245,944 98,014 7,068
Inventories (Note 2) 1,761,355 701,301 237,411
Note receivable from stockholder
(Note 4) 24,616 20,978
Employee advances 610 1,870
Prepaid expenses 121,152 58,426
Current portion note receivable 7,560
---------- ---------- --------
Total current assets 2,331,974 902,363 265,457

PROPERTY AND EQUIPMENT,
at cost, less accumulated depreciation
and amortization of $86,946, $28,082
and $25,438 (Notes 2 and 3) 565,144 114,282 95,366

DEFERRED TAX ASSET (Note 8) 64,785 57,878

NOTE RECEIVABLE, less current portion 8,554

GOODWILL 238,266

DEPOSITS 49,930 37,219 18,710
---------- ---------- --------
$3,193,868 $1,118,649 $437,411
========== ========== ========
</TABLE>

See the accompanying notes to these financial statements

F-3
<PAGE> 37
BIKERS DREAM, INC.
------------------
BALANCE SHEET
-------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
SEPTEMBER 30,
1995 1994 1993
------------ ----------- ---------
(UNAUDITED)
<S> <C> <C> <C>
CURRENT LIABILITIES
Bank overdraft $ $ $ 41,922
Accounts payable 359,283 5,116 78,850
Other accrued expenses 361,377 125,748 122,100
Current portion of long-term debt
(Note 6) 11,739 1,230 8,100
Notes payable (Note 10) 250,000 521,000 15,000
Notes payable to stockholder (Note 14) 104,000
----------- ----------- ---------

Total current liabilities 1,086,399 653,094 265,972

DEFERRED RENT (Note 5) 76,412 73,504

DEFERRED TAX LIABILITY 3,425 5,859 2,951

LONG-TERM DEBT, less current portion
(Note 6) 70,191 72,324 133,598
----------- ----------- ---------

Total liabilities 1,236,427 804,781 402,521
----------- ----------- ---------

COMMITMENTS (Note 5)

STOCKHOLDERS' EQUITY
Common stock, no par value;
25,000,000 and 1,000,000 shares
authorized at September 30, 1995 and
December 31, 1994 and 1993,
respectively; 5,535,920, 3,300,000
and 1,153,920 shares issued at
September 30, 1995, December 31,
1994 and 1993, respectively 3,260,179 448,990 157,000
Accumulated deficit (1,302,738) (135,122) (122,110)
----------- ----------- ---------

Total stockholders' equity 1,957,441 313,868 34,890
----------- ----------- ---------

$ 3,193,868 $ 1,118,649 $ 437,411
=========== =========== =========

</TABLE>

See the accompanying notes to these financial statements

F-4

<PAGE> 38

BIKERS DREAM, INC.
------------------
STATEMENT OF OPERATIONS
-----------------------

<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31,
ENDED ------------------------
SEPTEMBER 30, 1995 1994 1993 1992
----------------------------------------------------------
(UNAUDITED)

<S> <C> <C> <C> <C>
NET SALES $ 5,367,804 $ 4,626,821 $ 1,436,374 $ 1,155,273

COST OF GOODS SOLD 3,967,897 3,526,666 922,509 683,782
----------- ----------- ----------- -----------
GROSS PROFIT 1,399,907 1,100,155 513,865 471,491
----------- ----------- ----------- -----------
OTHER (INCOME) AND EXPENSES
Selling, general and administrative
expenses 2,495,655 1,121,484 641,986 443,444
Depreciation and amortization 58,864 20,115 16,004 13,912
Interest expense 18,877 19,990 22,980 17,315
Franchise income (Notes 2 and 11) (72,274) (45,000)
Other (income) expense 3,250 (223) (2,830) (54)
----------- ----------- ----------- -----------
2,504,372 1,116,366 678,140 474,617
----------- ----------- ----------- -----------
LOSS BEFORE (BENEFIT) PROVISION
FOR INCOME TAXES (1,104,465) (16,211) (164,275) (3,126)

(BENEFIT) PROVISION FOR INCOME
TAXES (Note 8) 63,151 (3,199) (53,327) 800
----------- ----------- ----------- -----------
NET LOSS $(1,167,616) $ (13,012) $ (110,948) $ (3,926)
=========== =========== =========== ===========
NET LOSS, per common share $ (0.24) $ (0.004) $ (0.10) $ (.03)
=========== ============ =========== ===========

</TABLE>

See the accompanying notes to these financial statements

F-5

<PAGE> 39
BIKERS DREAM, INC.
------------------

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------

<TABLE>
<CAPTION>
COMMON STOCK
---------------------- TOTAL
ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT DEFICIT EQUITY/(DEFICIT)
--------- ---------- ------------ ----------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1991 $ (7,236) $ (7,236)

ISSUANCE OF COMMON STOCK 124,947 $ 17,000 17,000

NET LOSS (3,926) (3,926)
--------- ---------- ----------- ----------

BALANCE, December 31, 1992 124,947 17,000 (11,162) 5,838

ISSUANCE OF COMMON STOCK 1,028,973 140,000 140,000

NET LOSS (110,948) (110,948)
--------- ---------- ----------- ----------

BALANCE, December 31, 1993 1,153,920 157,000 (122,110) 34,890

ISSUANCE OF COMMON STOCK 2,146,080 291,990 291,990

NET LOSS (13,012) (13,012)
--------- ---------- ----------- ----------

BALANCE, December 31, 1994 3,300,000 448,990 (135,122) 313,868

NET LOSS (Unaudited) (1,167,616) (1,167,616)

ISSUANCE OF COMMON STOCK
(Unaudited) 1,935,000 2,811,189 2,811,189

Issuance of Common
Stock to HDL
Communications, Inc.
(Unaudited) 300,920
---------

BALANCE, September 30, 1995
(Unaudited) 5,535,920 $3,260,179 $(1,302,738) $1,957,441
========= ========== =========== ==========

</TABLE>

See the accompanying notes to these financial statements

F-6

<PAGE> 40
BIKERS DREAM, INC.
------------------
STATEMENT OF CASH FLOWS
-----------------------

<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31,
ENDED --------------------------------------
SEPTEMBER 30, 1995 1994 1993 1992
------------------ --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss $(1,167,616) $ (13,012) $(110,948) $ (3,926)
----------- --------- --------- ---------
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities
Deferred income taxes 62,351 (3,999) (54,127)
Depreciation and amortization 58,864 20,115 16,004 13,912
Abandonment of fixed assets 8,161
Change in assets and liabilities
Decrease (increase) in accounts receivable (147,930) (90,945) 12,535 (17,067)
Decrease (increase) in inventories (1,060,054) (463,890) 133,091 (193,644)
Decrease (increase) in deposits (12,711) (18,509) (12,069) (1,141)
Decrease (increase) in prepaid expenses (62,756) (58,426) 9,408
Decrease (increase) in employee advances 1,260 (1,870)
Increase (decrease) in accounts payable 354,167 (73,735) (147,985) 164,082
Increase (decrease) in cash overdraft (41,922) (1,083) 43,004
Increase in deferred rent 2,908 73,504
Increase in other accrued expenses 235,629 3,648 80,057 15,238
----------- --------- --------- ---------
Total adjustments (568,272) (656,029) 43,992 24,384
----------- --------- --------- ---------
Net cash provided by (used
in) operating activities (1,735,888) (669,041) (66,956) 20,458
----------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES

Payments for purchase of fixed assets (509,726) (63,647) (56,213) (3,257)
Acquisition of businesses (238,266)
----------- --------- --------- ---------
Net cash used in investing activities (747,992) (63,647) (56,213) (3,257)
----------- --------- --------- ---------

</TABLE>

See the accompanying notes to these financial statements

F-7

<PAGE> 41
BIKERS DREAM, INC.
------------------
STATEMENT OF CASH FLOWS (CONTINUED)
-----------------------------------

<TABLE>
<CAPTION>
NINE MONTHS YEARS ENDED DECEMBER 31,
ENDED --------------------------------
SEPTEMBER 30, 1995 1994 1993 1992
------------------ ---------- --------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING
ACTIVITIES

Advances received on employee note
receivable (16,114)
Proceeds from long-term debt 85,348 64,000 3,029
Principal payments made on long-term
debt (76,972) (83,144) (65,127) (29,956)
Payments received on note receivable
from stockholder 24,616 20,978 2,868
Proceeds from issuance of common
stock 2,311,189 291,990 140,000
Proceeds from issuance of notes payable 250,000 521,000 15,000
Principal payments made on notes payable (21,000)
Advances on note receivable from
stockholder (33,572)
Advances on note payable to stockholder 104,000 9,726
----------- --------- --------- --------
Net cash provided by (used
in) financing activities 2,661,067 750,824 123,169 (17,201)
----------- --------- --------- --------

NET INCREASE IN CASH AND CASH
EQUIVALENTS 177,187 18,136 0 0

CASH AND CASH EQUIVALENTS,
beginning of year 18,136 0 0 0
----------- --------- --------- --------
CASH AND CASH EQUIVALENTS,
end of year $ 195,323 $ 18,136 $ 0 $ 0
=========== ========= ========= ========

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:
A note payable in the amount of $500,000 was converted to stock at March 31,
1995

See the accompanying notes to these financial statements

F-8

<PAGE> 42

BIKERS DREAM, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 1994, 1993 AND 1992

SEPTEMBER 30, 1995 (UNAUDITED)

NOTE 1 - COMPANY OPERATIONS

Bikers Dream, Inc. (the "Company"), was incorporated in 1991. The
Company is in the business of selling motorcycle accessories, the sale of
Harley Davidson motorcycles and the repair and maintenance of Harley Davidson
motorcycles.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INVENTORIES - Inventories are valued using a cost method which
approximates the first-in, first-out (FIFO) method at the lower of cost or
market. The entire inventory consists of purchased items and are categorized as
finished goods.

PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost
with depreciation and amortization provided using the straight-line method over
the estimated useful lives of the assets which range from five to seven years.
Repairs and maintenance to property and equipment are expensed as incurred.
When property and equipment are retired or disposed of, the related costs and
accumulated depreciation and amortization are eliminated from the accounts and
any gain or loss on such disposition is reflected in income.

CONCENTRATION OF RISK - The Company is operating in a growing market
due to the current nationwide popularity in Harley Davidson motorcycles. Its
future success is dependent on the continuation of interest in the recreational
motorcycle industry.

CASH AND CASH EQUIVALENTS - For purposes of the balance sheet and the
statement of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

ACCOUNTS RECEIVABLE - The Company utilizes the allowance method of
recording doubtful accounts receivable for financial statement purposes and the
direct write off method for income tax purposes. At December 31, 1994 and
1993, and September 30, 1995, no allowance for doubtful accounts receivable was
deemed necessary.

FRANCHISE INCOME - Revenue from sales of individual franchises is
recognized at the time the franchise commences retail operations and the
Company has performed substantially all of the services which it is required to
perform under the Company's franchise agreement.

F-9

<PAGE> 43

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
ESTIMATED SEPTEMBER 30,
USEFUL LIVES 1995 1994 1993
------------ ------------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Furniture and fixtures 7 years $ 104,462 $ 31,012 $ 21,026
Leasehold improvements 7 years 253,592 22,255 15,022
Equipment 5 years 54,763 29,756 51,911
Computers 5 years 201,584 29,493 26,291
Phone system 7 years 14,395 6,554 6,554
Displays 7 years 23,294 23,294 --
--------- --------- ---------
652,090 142,364 120,804
Less: accumulated depreciation and amortization (86,946) (28,082) (25,438)
--------- --------- ---------
$ 565,144 $ 114,282 $ 95,366
========= ========= =========

</TABLE>

NOTE 4 - NOTE RECEIVABLE FROM STOCKHOLDER

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------
SEPTEMBER 30,
1995 1994 1993
------------- ------- --------
(UNAUDITED)
<S> <C> <C> <C>
The Company has a note receivable
from its majority stockholder that is
non-interest bearing and is payable on
demand $ -- $24,616 $ 20,978
============= ======= ========

</TABLE>

NOTE 5 - COMMITMENTS

The Company leases its Santa Ana, California operating facility under
a non-cancellable tenant operating lease for a monthly rent of $10,970 subject
to annual CPI increases starting the third year of the lease. The lease term
is 120 months commencing November 1, 1993 with two successive five year
options. The Company received eight months of abated monthly rent from the
lessor granted in the first year of the lease. The total amount of base rent
payments is being charged to expense on the straight-line method over the term
of the lease. The Company has recorded a deferred credit to reflect the excess
of rent expense over cash payments since inception of the lease. Deferred rent
expense amounted to $73,504 at December 31, 1994 and $2,908 at September 30,
1995.

Prior to November 1, 1993, the Company leased its operating facilities
under non-cancellable tenant operating leases for a monthly rent of $5,280.
The Company continued to be obligated under one of the leases until April 1994.
The monthly rent of this facility was $2,880.

F-10

<PAGE> 44
NOTE 5 - COMMITMENTS (CONTINUED)

Subsequent to December 31, 1994, the Company negotiated a lease at a
second corporate store in Dallas, Texas. The terms of the lease call for a
monthly rent of $8,000 subject to CPI increases. The lease term is sixty
months commencing January 1, 1995 with two successive five year options. The
Company received two months of abated rent from the lessor to be granted in the
first year of the lease. The lessor has also agreed to reimburse the Company
$30,000 for tenant improvements.

In addition, on March 1, 1995 the Company negotiated a lease to open
another corporate store in Florida. The lease term is 60 months commencing
June 1, 1995 with the monthly lease payments varying from $4,000 to $9,261 per
month. The Company has a five year option to extend this lease.

Subsequent to December 31, 1994, the Company purchased one of its
franchise stores. The Company took over the store's lease as part of the
transaction. The lease term is 60 months commencing January 1, 1994 with
monthly lease payments varying from $3,5000 to $4,410 per month.

Total rent expense incurred by the Company for the years ended
December 31, 1994, 1993 and 1992 were $142,878, $76,930 and $64,834,
respectively. Rent expense for the period ended September 30, 1995 was
$187,934.

Minimum future annual rental commitments are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, AMOUNT
- ----------------------- ---------
<S> <C>
1995 $ 251,640
1996 299,640
1997 326,040
1998 330,960
1999 336,126
Thereafter 527,276
----------

$2,071,682
==========
</TABLE>

NOTE 6 - LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
SEPTEMBER 30,
1995 1994 1993
------------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Note payable to lender, collateralized
by a vehicle, in monthly installments of
$239, including principal and interest
at 12.2%, matured August 1994. $ -- $ -- $ 1,913
</TABLE>

F-11
<PAGE> 45
NOTE 6 - LONG-TERM DEBT (CONTINUED)

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
SEPTEMBER 30,
1995 1994 1993
------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Note payable to lender, collateralized
by a vehicle, in monthly installments of
$584, including principal and interest
at 14.95%, maturing October 1996.
Assumed by Company's president in
1994. -- -- 16,011

Note payable to lender in monthly
installments varying from $457 to
$492, including principal and interest
at rates varying from 5% to 7.5%,
matures January 2023. Monthly
installments are subject to change
every six months. At September 30,
1995, this note has been reclassified
as a current liability as it is
expected to be paid in full in the
next twelve months -- 73,554 83,974

Capitalized lease obligation payable to
a finance company, collateralized by
certain computer equipment, requiring
principal and interest payments of
$2,272 per month, with interest
accruing at 20% per annum through
May 2000. 81,930 -- --
</TABLE>

F-12
<PAGE> 46
NOTE 6 - LONG-TERM DEBT (CONTINUED)

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
SEPTEMBER 30,
1995 1994 1993
------------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Advances to former stockholder,
bearing no interest, payable thirteen
months from demand. Converted to
common stock in 1994. -- -- 39,800
--------- --------- ---------
81,930 73,554 141,698
Less: current portion (11,739) (1,230) (8,100)
--------- --------- ---------

Long-term debt, net of current portion $ 70,191 $ 72,324 $ 133,598
========= ========= =========
</TABLE>

Minimum future principal debt payments are as follows:

YEAR ENDED DECEMBER 31, AMOUNT
- ----------------------- --------
<S> <C>
1995 $ 1,230
1996 1,293
1997 1,359
1998 1,428
1999 1,501
Thereafter 66,743
--------

$ 73,554
========
</TABLE>

NOTE 7 - INTEREST EXPENSE/INCOME TAX

For the years ended December 31, 1994, 1993 and 1992, $12,126, $22,980
and $17,315, respectively, of cash was paid for interest expense, and $800 of
cash was paid for income taxes each year. For the period ended September 30,
1995, $19,161 and $800 of cash was paid for interest expense and taxes,
respectively.

F-13
<PAGE> 47

NOTE 8 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 (``SFAS 109''), ``Accounting for Income
Taxes'', which mandates the asset and liability method of accounting for income
taxes and permits the recognition of net deferred tax assets subject to an
ongoing assessment of realizability. This method was adopted retroactively
effective June 30, 1993.

Deferred income taxes are provided for timing differences in the
recognition of certain income and expense items for tax and financial statement
purposes. These differences result from principally deducting state income
taxes subsequent to the year of accrual and the use of accelerated depreciation
methods for property and equipment for tax purposes as compared to the
straight-line method for financial statement purposes.

The benefit for income taxes consists of the following:

YEAR ENDED DECEMBER 31,
---------------------------------
SEPTEMBER 30,
1995 1994 1993 1992
------------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current $ 800 $ 800 $ 800 $ 800
Deferred (262,319) (3,999) (54,127)
Change in valuation allowance 324,670
--------- --------- --------- ---------

Total (benefit) provision for income taxes $ 63,151 $ (3,199) $ (53,327) $ 800
========= ========= ========= =========
</TABLE>

The tax effect of the temporary differences giving rise to the
Company's deferred tax assets and liabilities are shown on the following table:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
SEPTEMBER 30,
1995 1994 1993
------------ --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
DEFERRED TAX ASSETS
Net operating loss carryforwards $ 324,670 $ 64,561 $ 57,654
State tax liability -- 224 224
--------- --------- ---------

Total gross deferred income tax
assets 324,670 64,785 57,878
Less: valuation allowance (324,670) -- --
--------- --------- ---------

Total deferred income tax assets $ -- $ 64,785 $ 57,878
========= ========= =========

DEFERRED TAX LIABILITY
Depreciation $ 3,425 $ 5,859 $ 2,951
--------- --------- ---------

Total deferred income tax liability $ 3,425 $ 5,859 $ 2,951
========= ========= =========
</TABLE>

F-14
<PAGE> 48

NOTE 8 - INCOME TAXES (CONTINUED)

A valuation allowance is provided to reduce the deferred tax assets.
The major underlying reason which led to this conclusion is the uncertainty of
the Company's ability to raise the sufficient debt and equity capital necessary
to expand the number of Company owned Superstores. The Company planned to use
this additional capital to expand its retail operations into new locations
which would generate more operating income. This additional operating income
from additional retail trade-related activities would defray existing
centralized corporate overhead costs and generate additional operating profits
to begin utilizing the tax loss carryforwards. As a result of the current
timing delays in the Company's ability to raise the amount of additional capital
required, the Company's management believes that it is not more likely than not
that the timing of the income turn around can be predicted with accurancy. The
net deferred assets reflects management's estimate of the amount which will be
realized from future profitability which can be predicted with reasonable
certainty. The Company has net operating loss carryforwards of $168,403 and
$30,556 at December 31, 1994 which expire through 2008 to offset future
federal and state taxable income, respectively, for income tax purposes as
follows:

<TABLE>
<CAPTION>
YEAR OF EXPIRATION FEDERAL CALIFORNIA
- ------------------ --------- ----------
<S> <C> <C>
2007 $ 14,306 $ 0
2008 154,097 30,556
--------- ----------

$ 168,403 $ 30,556
========= ==========
</TABLE>

NOTE 9 - SUBSEQUENT EVENTS

Effective March 13, 1995, the Company was acquired by a publicly
traded entity formerly known as HDL Communications. After the acquisition,
Bikers Dream, Inc. was merged into HDL Communications and HDL Communications
changed its name to Bikers Dream, Inc., and the substance of the transaction
was a recapitalization by Bikers Dream, Inc. in exchange of Bikers Dream's
shares for HDL shares.

Stockholders' equity has been restated to give retroactive recognition
to the recapitalization and has been treated as a stock split for all periods
presented. In addition, all references in the financial statements to number
of shares and per share amounts of the Company's common stock have been
restated.

In addition, the Company opened a second corporate store in Dallas,
Texas in April 1995. A third corporate store opened in Tampa Bay, Florida in
July 1995.

The fourth Company owned store was acquired from a former franchise in
September 1995 and is located in Thousand Oaks, California.

F-15
<PAGE> 49

NOTE 10 - NOTES PAYABLE

The notes payable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
SEPTEMBER 30,
1995 1994 1993
------------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Note payable to related party, HDL
Communications, Inc., accruing
interest at 1% plus the prime rate on
$200,000 of the unpaid principal
balance, principal plus any accrued
interest due March 1995, collateralized
by all assets of the Company. This
note was converted to 333,333 shares
of common stock in March 1995. $ -- $ 500,000 $ --

Note payable to lender, accruing no
interest, due on demand. This note
was paid off in February 1995. -- 21,000 --

Note payable to lender, accruing
interest at 30%, due on demand. Paid
in 1994. -- -- 5,000

Note payable to lender, accruing
interest at 9%, due on demand. Paid
in 1994. -- -- 10,000

Note payable to unrelated party is in
conjunction with acquisition of
former franchise operation. $100,000
due in October, 1995 and balance
accruing interest at 9% and payable
in equal monthly installments to
September, 1996 collateralized by all
the assets of the Company. 250,000 -- --
---------- --------- ---------

$ 250,000 $ 521,000 $ 15,000
========== ========= =========
</TABLE>

NOTE 11 - FRANCHISE INCOME

The Company entered into three franchise agreements during fiscal year
1994. The Company received a $15,000 fee for each store and will collect five
percent (5%) of each store's weekly sales under the agreements.

F-16
<PAGE> 50

NOTE 12 - NON-CASH INVESTING AND FINANCING ACTIVITIES

During 1994, the Company's president assumed ownership of the Company
vehicle for the net book value of the automobile of $24,616.

NOTE 13 - WARRANTS AND OPTIONS

The Company has issued warrants in conjunction with the HDL and Bikers
Dream merger to purchase 200,000 shares of common stock at an exercise price of
$1.50 per share. The warrants were converted to 200,000 shares of Common Stock
on September 8, 1995.

The Company has issued options in conjunction with the HDL and Bikers
Dream merger to purchase 550,000 shares of common stock at an exercise price of
$1.00 per share. The options are exercisable at any time prior to March 13,
1998. The $1.00 per share exercise price of the option granted in March 1995
was established at the time Bikers Dream, Inc. agreed to be acquired by HDL in
August 1994. At the time of the acquisition, management of Bikers Dream, Inc.
and HDL determined in arm's length negotiation, that the market value of the
combined entities was approximately $4.0 million (or approximately $1.00 per
share) which was evidenced by the number of shares issued (4,100,000) in
connection with the acquisition as follows:

o 3.3 million shares to former Bikers Dream shareholders
o .3 million shares to former HDL shareholders
o .5 million shares to holders of $500,000 of convertible notes
of HDL who converted them into shares of the Company at a
price of $1.00 per share immediately prior to the closing of
the acquisition

At this time and until April 20, 1995, there was no active trading
market for the Company's stock.

The Company has granted options to each of its four current directors
to purchase, at an exercise price of $1.50 per share, 50,000 shares of common
stock. The options vest over a five year period commencing in April, 1995, and
will expire, if not exercised, on the tenth anniversary of the date of grant.

The Company has granted options to purchase 100,000 shares of common
stock at an exercise price of $1.50 per share to Company officers. The options
vest over a five year period commencing in March 1995.

The Company has granted options to purchase 37,500 shares of common
stock at an exercise price of $1.50 per share to Company employees. The
options vest over a five year period beginning in March 1995.

In early April 1995, when additional options were granted to key
employees and directors at the option price of $1.50 per share, there was no
active trading of shares, and the Company looked to the valuation of the latest
large transaction, i.e., 600,000 shares issued at a price of $1.50 per share
to accredited investors in March 1995.

NOTE 14 - NOTES PAYABLE TO STOCKHOLDER

<TABLE>
<CAPTION>
DECEMBER 31,
SEPTEMBER 30, --------------------
1995 1994 1993
------------ -------- --------
(UNAUDITED)
<S> <C> <C> <C>
The Company has notes payable to
its majority stockholder which bear
interest from 8% to 11% and are
payable on demand $104,000 $ -- $ --
======== ======= =======
</TABLE>

F-17
<PAGE> 51
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

22. Indemnification of Directors and Officers

The Company's Bylaws and Section 317 of the California General
Corporation Law provide for indemnification of directors and officers against
certain liabilities. Officers and directors of the Company are indemnified
generally against expenses, judgments, fines and other amounts actually and
reasonably incurred in connection with actions, suits or proceedings, whether
civil or criminal, provided that it is determined that they acted in good faith
and in a manner they reasonably believed to be in the best interests of the
Company, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.

23. Other Expenses of Issuance and Distribution

<TABLE>
<S> <C>
Registration fee $ 3,438
Blue sky fees and expenses 500
Legal fees and expenses 70,000
Accounting fees and expenses 5,000
Printing 500
Miscellaneous 562
-----------
$ 80,000

TOTAL(1)
</TABLE>

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

(1) All of the above expenses except the SEC registration fee are
estimates. All of the above expenses will be paid by the Company.

24. Recent Sales of Unregistered Securities

The Company has sold the following securities within the last three
years:

Prior to its acquisition by the Company, Bikers Dream, Inc. sold a
total of 658,013 shares of Common Stock to a total of eight persons, three of
whom were officers, one of whom was related to one of the officers, and the
rest of whom were prior business acquaintances of one of the officers. The
issuance of such securities was exempt from registration under the Securities
Act of 1933 pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder.

In April, 1993, the Company issued 66,014 shares of Common Stock for
consulting and acquisition investigation services valued at $63,000 to Rowland
W. Day II, Robert C. Horlick and Caldwell R. Campbell. The issuance of such
securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.

In August, 1994, the Company issued secured convertible promissory
notes in the aggregate principal amount of $500,000 to Rowland W. Day II,
Glenoaks Overseas Corp. and Silverstone International Corp., which notes were
converted into 500,000 shares of the Company's Common Stock in March, 1995.
The issuance of such securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder and/or pursuant to Regulation S.

In August, 1994, the Company issued warrants to purchase an aggregate
of 200,000 shares of Common Stock at a price of $1.50 per share to Glenoaks
Overseas Corp. and Silverstone International Corp. The warrants were issued
pursuant to Regulation S promulgated under the Securities Act of 1933. The
Warrants were exercised in September, 1995.

II-1
<PAGE> 52

In March, 1995, the Company issued 600,000 shares of Common Stock for
$900,000 cash to accredited investors. The issuance of such securities was
exempt from registration under the Securities Act of 1933 pursuant to Section
4(2) thereof and Regulation D promulgated thereunder.

In March, 1995, the Company issued 3,300,000 shares of Common Stock to
the stockholders of Bikers Dream, Inc. in exchange for all of their shares of
stock of Bikers Dream, Inc. pursuant to the terms and conditions of an
Agreement and Plan of Reorganization among the Company, Bikers Dream, Inc. and
the stockholders of Bikers Dream, Inc. The issuance of such securities was
exempt from registration under the Securities Act of 1933 pursuant to Section
4(2) thereof and Regulation D promulgated thereunder.

In March, 1995, the Company granted options to purchase, at a price of
$1.00 per share, 200,000 shares, 180,000 shares, 100,000 shares, 50,000 shares,
10,000 shares and 10,000 shares to Rowland W. Day II IRA, the Day Family Trust,
Caldwell R. Campbell, Rowland W. Day, Eric Meyer and Don Duffy, respectively.
The grant of such options was exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) thereof and Regulation D promulgated
thereunder.

In April, 1995, the Company granted options to purchase 50,000 shares
of Common Stock at a price of $1.50 per share to each of Dennis Campbell,
William R. Gresher, Richard E. King, Jr. and Rowland W. Day II, the Company's
current directors. The grant of such options was exempt from registration
under the Securities Act of 1933 pursuant to Section 4(2) thereof and
Regulation D promulgated thereunder.

In April, 1995, the Company granted options to purchase, at a price of
$1.50 per share, a total of 137,500 shares to four key employees. The grant of
such options was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Regulation D promulgated thereunder.

In July and August, 1995, the Company issued its convertible
promissory notes in the aggregate principal amount of $1,240,000 to accredited
investors. The convertible notes were converted into a total of 620,000 shares
of Common Stock in August and September, 1995. The issuance of such securities
was exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) thereof and Regulation D promulgated thereunder.

In October, 1995, the Company issued 15,000 shares of Common Stock and
granted an option to purchase, at an exercise price of $2.50 per share, 30,000
shares of Common Stock, to Meyer, Duffy and Associates, Inc. for consulting
services. The issuance of such securities was exempt from registration under
the Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder.

In September, 1995, the Company granted options to William R. Gresher
to purchase, at an exercise price of $2.50 per share, 300,000 shares of Common
Stock. The grant of such options was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Regulation D
promulgated thereunder.

25. Exhibits

2.1 Agreement and Plan of Reorganization dated August 4, 1994
among HDL Communications (now known as Bikers Dream, Inc.),
Bikers Dream, Inc. and the stockholders of Bikers Dream, Inc.,
as amended by agreements dated November 11, 1994, February 3,
1995 and February 20, 1995.*

3.1 Articles of Incorporation, as amended, of Bikers Dream, Inc.
(formerly known as HDL Communications).*

3.2 Certificate of Ownership of HDL Communications (now known as
Bikers Dream, Inc.).*

3.3 Bylaws, as amended, of Bikers Dream, Inc.*

II-2
<PAGE> 53

5.1 Opinion of Day & Campbell.*

10.1 Loan and Security Agreement between the Company and Rowland W.
Day II dated August 4, 1994, as amended by agreement dated
February 3, 1995.*

10.2 Convertible Secured Promissory Note of the Company dated
August 4, 1994 payable to Rowland W. Day II in the amount of
$300,000.*

10.3 Loan and Security Agreement among the Company, Glenoaks
Overseas Corp. and Silverstone International Corp. dated
August 4, 1994, as amended by agreement dated February 3,
1995.*

10.4 Convertible Secured Promissory Note of the Company dated
August 4, 1994 payable to Glenoaks Overseas Corp. in the
amount of $100,000.*

10.5 Convertible Secured Promissory Note of the Company dated
August 4, 1994 payable to Silverstone International Corp. in
the amount of $100,000.*

10.6 Common Stock Purchase Warrant dated August 4, 1994 to purchase
100,000 shares of Common Stock issued in the name of Glenoaks
Overseas Corp.*

10.7 Common Stock Purchase Warrant dated August 4, 1994 to purchase
100,000 shares of Common Stock issued in the name of
Silverstone International Corp.*

10.8 Option dated March 13, 1995 granted to Rowland W. Day II IRA
to purchase 200,000 shares of Common Stock at a price of $1.00
per share.*

10.9 Option dated March 13, 1995 granted to the Day Family Trust to
purchase 180,000 shares of Common Stock at a price of $1.00
per share.*

10.10 Option dated March 13, 1995 granted to Caldwell R. Campbell to
purchase 100,000 shares of Common Stock at a price of $1.00
per share.*

10.11 Option dated March 13, 1995 granted to Rowland W. Day to
purchase 50,000 shares of Common Stock at a price of $1.00 per
share.*

10.12 Option dated March 13, 1995 granted to Eric Meyer to purchase
10,000 shares of Common Stock at a price of $1.00 per share.*

10.13 Option dated March 13, 1995 granted to Donald Duffy to
purchase 10,000 shares of Common Stock at a price of $1.00 per
share.*

10.14 Employment Agreement dated as of September 1, 1994 between the
Company and Dennis Campbell.*

10.15 Employment Agreement dated as of February 8, 1995 between the
Company and Jeffrey L. Simons, as amended.*

10.16 Lease dated August 5, 1993 between the Company and McFadden
Plaza.*

10.17 Lease dated November 1, 1994 between the Company and Valley
View Partnership.*

10.18 Lease dated February 20, 1995 between the Company and KD
Sauder Trust.*

10.19 Franchise Agreement between the Company and Steven Hyder, and
a Schedule identifying other franchise agreements to which the
Company is a party which are substantially identical to the
above-described Franchise Agreement except with respect to the
parties thereto, dates of execution and territory.*

II-3
<PAGE> 54

10.20 Consulting Agreement dated April 6, 1995 between the Company
and Meyer, Duffy & Associates.*

10.21 The Non Qualified Directors Stock Option Plan of the Company.*

10.22 The Incentive Stock Option Plan of the Company.*

10.23 Employment Agreement dated as of September 11, 1995 between
the Company and William R. Gresher.*

10.24 Consulting Agreement effective as of October 1, 1995 between
the Company and Meyer, Duffy and Associates.*

10.25 Asset Purchase Agreement dated September 22, 1995 between the
Company, Joe Melia and Charles Melia.*

10.26 Lease Agreement dated June 9, 1994 between Charles Melia
and Joe Melia and Westlake Professional Center Partnership
and Assignment thereof to the Company dated September 22,
1995.*

21.1 List of Subsidiaries.*

23.1 Consent of Lesley, Thomas, Schwarz & Postma.

23.2 Consent of Day & Campbell, counsel for the Registrant,
included in Exhibit 5.1.*

24.1 Power of Attorney.*

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

* Previously filed

26. Undertakings

A. Supplementary and Periodic Information, Documents and Reports

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority in that
Section.

B. Item 512 Undertaking with Respect to Rule 415 Under the
Securities Act of 1933

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and

(c) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.

II-4
<PAGE> 55
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

C. Indemnification

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

D. Item 512 Undertaking with Respect to Rule 430A

The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the
Securities Act of 1933, the registrant will treat the
information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act as part of this registration statement as of
the time it was declared effective.

(ii) For the purpose of determining any liability under
the Securities Act of 1933, the registrant will treat each
post-effective amendment that contains a form of prospectus as
a new registration statement for the securities offered in the
registration statement, and the offering of such securities at
that time as the initial bona fide offering thereof.

II-5
<PAGE> 56
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and has duly caused this
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California on November 14, 1995.

BIKERS DREAM, INC.

By:/s/ Dennis Campbell
-----------------------------------
Dennis Campbell, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ Dennis Campbell November 14, 1995
- --------------------------------------------------------------------------------
Dennis Campbell, President (Principal
Executive Officer) and Director

/s/ William R. Gresher November 14, 1995
- --------------------------------------------------------------------------------
William R. Gresher, Senior Vice President and
Chief Financial Officer (Principal Financial
Officer and Principal Accounting
Officer) and Director

Richard E. King, Jr.* November 14, 1995
- --------------------------------------------------------------------------------
Richard E. King, Jr.,
Secretary and Director

Rowland W. Day II* November 14, 1995
- --------------------------------------------------------------------------------
Rowland W. Day II, Director

* Dennis Campbell, by signing his name hereto, does sign this Amendment
to Registration Statement on behalf of each of the indicated persons
on the date indicated pursuant to a power of attorney duly executed by
such person.

/s/ Dennis Campbell November 14, 1995
- --------------------------------------------------------------------------------
Dennis Campbell, Attorney-in-Fact

<PAGE> 57
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
No. Exhibits Page No.
- --- -------- --------
<S> <C> <C>
2.1 Agreement and Plan of Reorganization dated August 4, 1994 among HDL
Communications (now known as Bikers Dream, Inc.), Bikers Dream, Inc.
and the stockholders of Bikers Dream, Inc., as amended by agreements
dated November 11, 1994, February 3, 1995 and February 20, 1995.*

3.1 Articles of Incorporation, as amended, of Bikers Dream, Inc.
(formerly known as HDL Communications).*

3.2 Certificate of Ownership of HDL Communications (now known as Bikers
Dream, Inc.).*

3.3 Bylaws, as amended, of Bikers Dream, Inc.*

5.1 Opinion of Day & Campbell.*

10.1 Loan and Security Agreement between the Company and Rowland W. Day II
dated August 4, 1994, as amended by agreement dated February 3,
1995.*

10.2 Convertible Secured Promissory Note of the Company dated August 4,
1994 payable to Rowland W. Day II in the amount of $300,000.*

10.3 Loan and Security Agreement among the Company, Glenoaks Overseas
Corp. and Silverstone International Corp. dated August 4, 1994, as
amended by agreement dated February 3, 1995.*

10.4 Convertible Secured Promissory Note of the Company dated August 4,
1994 payable to Glenoaks Overseas Corp. in the amount of $100,000.*

10.5 Convertible Secured Promissory Note of the Company dated August 4,
1994 payable to Silverstone International Corp. in the amount of
$100,000.*

10.6 Common Stock Purchase Warrant dated August 4, 1994 to purchase
100,000 shares of Common Stock issued in the name of Glenoaks
Overseas Corp.*

10.7 Common Stock Purchase Warrant dated August 4, 1994 to purchase
100,000 shares of Common Stock issued in the name of Silverstone
International Corp.*

10.8 Option dated March 13, 1995 granted to Rowland W. Day II IRA to
purchase 200,000 shares of Common Stock at a price of $1.00 per
share.*

10.9 Option dated March 13, 1995 granted to the Day Family Trust to
purchase 180,000 shares of Common Stock at a price of $1.00 per
share.*

10.10 Option dated March 13, 1995 granted to Caldwell R. Campbell to
purchase 100,000 shares of Common Stock at a price of $1.00 per
share.*

10.11 Option dated March 13, 1995 granted to Rowland W. Day to purchase
50,000 shares of Common Stock at a price of $1.00 per share.*

10.12 Option dated March 13, 1995 granted to Eric Meyer to purchase 10,000
shares of Common Stock at
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<PAGE> 58

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<S> <C>
a price of $1.00 per share.*

10.13 Option dated March 13, 1995 granted to Donald Duffy to purchase
10,000 shares of Common Stock at a price of $1.00 per share.*

10.14 Employment Agreement dated as of September 1, 1994 between the
Company and Dennis Campbell.*

10.15 Employment Agreement dated as of February 8, 1995 between the Company
and Jeffrey L. Simons, as amended.*

10.16 Lease dated August 5, 1993 between the Company and McFadden Plaza.*

10.17 Lease dated November 1, 1994 between the Company and Valley View
Partnership.*

10.18 Lease dated February 20, 1995 between the Company and KD Sauder
Trust.*

10.19 Franchise Agreement between the Company and Steven R. Hyder, and a
Schedule identifying other franchise agreements to which the Company
is a party which are substantially identical to the above-described
Franchise Agreement except with respect to the parties thereto, dates
of execution and territory.*

10.20 Consulting Agreement dated April 6, 1995 between the Company and
Meyer, Duffy & Associates.*

10.21 The Non Qualified Directors Stock Option Plan of the Company.*

10.22 The Incentive Stock Option Plan of the Company.*

10.23 Employment Agreement dated as of September 11, 1995 between the
Company and William R. Gresher, as amended.*

10.24 Consulting Agreement effective as of October 1, 1995 between the
Company and Meyer, Duffy and Associates.*

10.25 Asset Purchase Agreement dated September 22, 1995 between the
Company, Joe Melia and Charles Melia.*

10.26 Lease Agreement dated June 9, 1994 between Charles Melia and Joe
Melia and Westlake Professional Center Partnership, and Assignment
thereof to the Company.*

21.1 List of Subsidiaries.*

23.1 Consent of Lesley, Thomas, Schwarz & Postma.

23.2 Consent of Day & Campbell, counsel for the Registrant, included in
Exhibit 5.1.*

24.1 Power of Attorney.*
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*Previously filed

<PAGE> 1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the use in this Registration Statement on Form
SB-2 of our report dated March 15, 1995 relating to the financial statements of
Bikers Dream, Inc. for the years ended December 31, 1992, 1993, and 1994,
respectively, and the reference to our firm under the caption "EXPERTS" in the
Prospectus.

LESLEY, THOMAS, SCHWARZ & POSTMA
CERTIFIED PUBLIC ACCOUNTANTS

Newport Beach, California
November 14, 1995

Bikers Dream, Inc.
Form SB-2
Exhibit 23.1