content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                                     __________
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (date of earliest event reported)   September 16, 1997
                                                   -------------------------------
  
                           Global Motorsport Group, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  
   
  
       DELAWARE                        000-19540           94-1716138
  --------------------------------------------------------------------------------
  (State or other jurisdiction        (Commission        (IRS Employer
     of incorporation)                 File Number)       Identification No.)
   
  16100 JACQUELINE COURT, MORGAN HILL, CA                                   95037
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
  
  
  Registrant's telephone number, including area code   (408) 778-0500
                                                     ----------------------------
  
  
                                CUSTOM CHROME, INC.
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  <PAGE>
   
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
       On September 16, 1997, CSI Acquisition Sub, Inc., a Delaware corporation
  and a wholly-owned subsidiary of Global Motorsport Group, Inc. (the "Company"),
  a Delaware corporation, completed the purchase (the "Purchase") of substantially
  all of the assets and the assumption of certain liabilities of Chrome
  Specialties, Inc., a Texas corporation ("CSI").  The Purchase was made pursuant
  to the terms and conditions of an Asset Acquisition Agreement dated August 8,
  1997 ("Agreement").  Under the terms of the Agreement, the Company paid
  approximately $36 million ("Purchase Price") for CSI's assets, subject to post-
  closing adjustments under certain circumstances.  The Purchase Price was
  determined through an arms-length negotiation between the parties.   The Company
  funded the Purchase through a bank financing with Bank of America National Trust
  and Savings Association.
  
       CSI is a distributor of aftermarket parts and accessories for Harley-
  Davidson motorcycles.  CSI's principal operations are located in Fort Forth,
  Texas.  Following the Purchase, the Company will operate CSI's Texas operations
  as a separate subsidiary of the Company under the name "Chrome Specialties,
  Inc."  The Company has offered employment to all CSI employees and has assumed
  CSI's lease for its facilities in Fort Worth, Texas.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
       The following financial statements, pro forma consolidated financial 
  information and exhibits are filed at the end of this report and are part of 
  this report.
  
                                                                    
                                                                    
                                                                    
            (a) Financial statements of business acquired.          
                                                                    
            (b) Pro forma consolidated financial information.       
                                                                    
            (c)  Exhibits.                                          
                                                                    
                 2.1  Asset Acquisition Agreement, dated as of      
                      August 8, 1997, among Global Motorsport       
                      Group, Inc., CSI Acquisition Sub., Inc.       
                      and the Shareholders of Chrome Specialties,   
                      Inc., as amended.                             
                                                                    
                 24.1 Consent of Ernst & Young LLP                  
  
  <PAGE>
   
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Date:  September 23, 1997  GLOBAL MOTORSPORT GROUP, INC.
  
  
                                /s/ James J. Kelly, Jr.
                                -------------------------------------------
                                James J. Kelly, Jr.
                                Executive Vice President, Finance and
                                Chief Financial Officer
  <PAGE>
   
                         [LETTERHEAD OF ERNST & YOUNG LLP]
  
  
                           Report of Independent Auditors
  
  
  The Stockholders
  Chrome Specialties, Inc.
  
  We have audited the accompanying balance sheet of Chrome Specialties, Inc. (an S
  corporation) as of September 30, 1996, and the related statements of income and
  retained earnings and cash flows for the year then ended. 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 audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  Those standards require that we plan and perform the audit to obtain reasonable
  assurance about whether the 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 audit provides 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 Chrome Specialties, Inc. at
  September 30, 1996, and the results of its operations and its cash flows for the
  year then ended in conformity with generally accepted accounting principles.
  
  
                                            /s/ ERNST & YOUNG LLP
  
  Dallas, Texas
  December 13, 1996
  
  
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                                   Balance Sheet
  
                                 September 30, 1996
  
  
  ASSETS
  Current assets:
   Cash                                                             $ 1,635,336
   Accounts receivable, net of allowance for
    doubtful accounts of $50,000                                      2,063,288
   
   Inventory                                                          9,450,955
   Prepaid expenses                                                     220,683
                                                                    ----------- 
  Total current assets                                               13,370,262
   
  Property and equipment, at cost:
   Furniture and fixtures                               $337,644
   Warehouse machinery & equipment                       412,673
   Computer software                                     335,928
   Computer equipment                                    259,946
   Automobiles                                            82,001
   Leasehold improvements                                131,992
   Designs & patents                                      11,162      1,571,346
                                                        --------
   Less accumulated depreciation and amortization                      (706,332)
                                                                    -----------
  Net property and equipment                                            865,014
   
  Other assets                                                           24,296
                                                                    -----------
  Total assets                                                      $14,259,572
                                                                    =========== 
   
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
   Current portion of long-term debt                                $ 1,300,000
   Accounts payable                                                     882,053
   Accrued liabilities                                                  316,300
                                                                    -----------
  Total current liabilities                                           2,498,353
   
  Long-term debt                                                      8,960,000
   
  Commitments and contingencies
   
  Stockholders' equity:
   Common stock, no par value,
    999 shares authorized and issued                                      1,500
   Retained earnings                                                  2,800,219
                                                                    -----------
                                                                      2,801,719
   Less cost of 333 shares of common stock
     held in treasury                                                      (500)
                                                                    -----------
  Total stockholders' equity                                          2,801,219
                                                                    -----------
  Total liabilities and stockholders' equity                        $14,259,572
                                                                    ===========
  
  See accompanying notes.
  
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Statement of Income and Retained Earnings
  
                           Year ended September 30, 1996
  
  
  Sales                                                             $ 35,811,390
  Cost of sales                                                      (21,121,165)
                                                                    ------------
  Gross profit                                                        14,690,225
   
  Selling, general and administrative expenses:
   Officers' salaries                                 $3,943,750
   Other salaries and payroll taxes                    2,821,523
   Contract labor                                         50,759
   Freight-out                                         2,486,622
   Telephone and utilities                               452,741
   Rent and related property taxes                       539,014
   Advertising, promotion and postage                    483,529
   Office and warehouse supplies                         110,628
   Packaging and shipping                                492,616
   Catalogs and printing                                 569,645
   Travel                                                109,082
   Depreciation and amortization                         271,958
   Insurance                                             219,552
   Repairs and maintenance                                28,488
   Professional services                                 324,347
   Other                                                 579,933      13,484,187
                                                      ----------     ----------- 
  Operating income                                                     1,206,038
   
  Other income (expense):
   Interest income                                        30,135
   Interest expense, including approximately
   $398,000 to stockholders                             (896,179)
   Other income                                           19,814        (846,230)
                                                      ----------     ----------- 
  Net income                                                             359,808
  Retained earnings at beginning of year                               2,440,411
                                                                     ----------- 
  Retained earnings at end of year                                  $  2,800,219
                                                                    ============
  
  
  See accompanying notes.
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                              Statement of Cash Flows
  
                           Year ended September 30, 1996
  
  
  OPERATING ACTIVITIES
  Net income                                                          $    359,808
  Adjustments to reconcile net income to net cash
  used in operating activities:
    Depreciation and amortization                      $   271,958
    Gain on sale of property and equipment                  (4,021)
    Changes in operating assets and liabilities:
     Increase in accounts receivable                      (342,093)
     Increase in inventory                              (1,042,989)
     Increase in prepaids                                  (83,614)
     Decrease in accounts payable                         (346,011)
     Increase in accrued liabilities                        24,447     (1,522,323)
                                                       ----------     -----------
  Net cash used in operating activities                                (1,162,515)
   
  INVESTING ACTIVITIES
  Additions to property and equipment                     (440,330)
  Proceeds from sale of property and equipment             120,826
                                                       ----------     
  Net cash used in investing activities                                  (319,504)
   
  FINANCING ACTIVITIES
  Proceeds from issuance of long-term debt              12,150,000
  Payments on long-term debt                            (8,145,000)
  Payments on notes payable to stockholders             (1,150,000)
                                                       ----------     
  Net cash provided by financing activities                              2,855,000
                                                                       -----------
   
  Net increase in cash                                                   1,372,981
  Cash at beginning of year                                                262,355
                                                                       -----------
  Cash at end of year                                                  $ 1,635,336
                                                                       ===========
   
  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for interest                                               $   896,000
                                                                       ===========
  
  
  See accompanying notes.
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                           Notes to Financial Statements
  
                                 September 30, 1996
  
   
  
  1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  DESCRIPTION OF BUSINESS
  
  Chrome Specialties, Inc. (the Company) distributes parts and related products
  primarily for Harley Davidson motorcycles throughout the United States, Canada,
  Europe, Australia and the Far East. The Company was formed in 1984 and is
  located in Fort Worth, Texas.
  
  The Company has elected, for Federal income tax purposes, to be taxed under
  subchapter S of the Internal Revenue Code. Under that subchapter the Company is
  not taxed on net earnings. Instead, the stockholders report their respective
  shares of the Company's net taxable income or loss on their individual Federal
  income tax returns.
  
  CASH AND CASH EQUIVALENTS
  
  The Company considers all highly liquid investments with original maturities of
  three months or less to be cash equivalents.
  
  INVENTORY
  
  Inventory is stated at the lower of cost or market. Cost is determined using the
  average cost method. Inventory consists principally of finished goods
  merchandise.
  
  PROPERTY AND EQUIPMENT
  
  Property and equipment are stated at cost. Major renewals and betterments are
  capitalized. Maintenance and repairs are charged to operations as incurred.
  Provisions for depreciation and amortization of property and equipment are
  computed using the declining balance method over estimated useful lives of 3 to
  7 years, with the exception of leasehold improvements and designs and patents
  which are amortized using the straight line method over useful lives of 39.5
  years and 15 years, respectively.
  
  REVENUE RECOGNITION AND CREDIT RISK
  
  Sales revenue is generally recognized at the time of shipment. Credit is
  extended to customers based upon evaluation of the customer's financial
  condition and, generally, collateral is not required. The Company maintains an
  allowance for doubtful accounts based upon expected collectibility. Losses from
  bad debts have historically been within Management's expectations.
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Notes to Financial Statements (continued)
  
  1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (CONTINUED)
  
  ADVERTISING
  
  The Company expenses the costs of advertising as incurred, except for certain
  capitalized catalog costs, which are amortized over the expected period of
  future benefits. The total capitalized catalog costs at September 30, 1996, were
  approximately $122,000, and advertising expense for the year was approximately
  $1,053,000.
  
  USE OF ESTIMATES
  
  The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions that
  affect the amounts reported in the financial statements and accompanying notes.
  Actual results could differ from these estimates.
  
  2. LONG-TERM DEBT
  
  Long-term debt at September 30, 1996 consists of:
  
  Borrowings from a bank under a $6,500,000 five year
   term note bearing interest, as the Company may elect,
   at the bank's base rate or at LIBOR plus 1.75%. At
   September 30, 1996, the bank's base rate was 8.25% and
   LIBOR was 7.125%. Payments of principal of $325,000
   plus accrued interest are due quarterly and the loan
   matures July 1, 2001.                                     $ 6,500,000
   
   
  Various notes payable to stockholders bearing interest
   at rates ranging from 8% to 10%, with interest payable
   quarterly, due in varying amounts through December 29,
   2000, secured by substantially all the remaining
   assets of the Company.                                      3,760,000
                                                             -----------
                                                              10,260,000
  Less current portion of long-term debt                       1,300,000
                                                             -----------
                                                             $ 8,960,000
                                                             ===========
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Notes to Financial Statements (continued)
  
  
  2. LONG-TERM DEBT (CONTINUED)
  
  Maturities of long-term debt are as follows for the years ending September 30:
  
  1998                                                       $1,910,000
  1999                                                        2,950,000
  2000                                                        2,300,000
  2001                                                        1,800,000
                                                             ----------
                                                             $8,960,000
                                                             ==========
  
  Under the loan agreement providing for the $6,500,000 term loan, the Company has
  additional borrowing facilities as follows:
  
       A revolving line of credit of $5,000,000, up to $750,000 of which may be
       utilized for letters of credit, with interest at LIBOR plus 1.50% or the
       bank's base rate (as the Company may elect), subject to collateral
       availability. Interest is payable monthly with the outstanding principal
       balance payable on the maturity date of July 1, 1998. There were no
       borrowings under this line of credit at September 30, 1996. However, a
       letter of credit for $184,000 was outstanding at September 30, 1996.
  
       A $1,000,000 line of credit (limited to 75% of Extended Receivables, as
       defined), which bears interest at LIBOR plus 1.50% or the bank's base rate
       (as the Company may elect). Interest is payable monthly with the
       outstanding principal balance payable on the maturity date of July 1, 1997.
       There were no borrowings under this line of credit at September 30, 1996.
  
  Amounts available under the loan agreement are limited in the aggregate to 80%
  of Qualified Accounts Receivable, as defined, plus 55% to 65% of Eligible
  Inventory, as defined. Borrowings under the loan agreement are collateralized by
  all inventory, equipment, accounts receivable and substantially all other assets
  of the Company. The loan agreement contains various restrictive covenants
  including, but not limited to, net worth requirements, liquidity ratios and
  limitations on capital expenditures and additional indebtedness.
  
  Based on the floating nature of the interest rates provided in the long-term
  debt facilities and the interest rates provided in the shareholder loan
  agreements, management of the Company believes the fair value of these financial
  instruments approximates their carrying value.
  <PAGE>
   
                              Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Notes to Financial Statements (continued)
  
  3. COMMITMENTS AND CONTINGENCIES
  
  The Company leases certain office and warehouse facilities and office equipment
  under operating leases. Total rent expense of approximately $401,000 for these
  leases was recognized for the year ended September 30, 1996.
  
  Future minimum lease payments are as follows for the years ending September 30:
  
  1997                                                         $321,052
  1998                                                          333,349
  1999                                                          237,249
                                                               --------
                                                               $891,650
                                                               ========
  
  The Company is from time-to-time involved in litigation in the ordinary course
  of business. Management believes the outcome of all pending matters at September
  30, 1996, will not have a material adverse effect on the Company's financial
  position or results of operation.
  <PAGE>
   
                           GLOBAL MOTORSPORT GROUP, INC.
  
                    Pro Forma Consolidated Financial Information
                    --------------------------------------------
  
  The following presents unaudited pro forma consolidated statements of operations
  for Global Motorsport Group, Inc. and Subsidiaries (Global Motorsport) for the
  year ended January 31, 1997 and the six months ended July 31, 1997, and includes
  the unaudited statements of operations of Chrome Specialties, Inc. for the 12
  month period ended January 31, 1997 and the six month period ended July 31,
  1997, and gives effect to the Chrome Specialties, Inc. Acquisition as if it had
  occurred as of February 1, 1996.
  
  The following unaudited pro forma consolidated balance sheet gives effect to the
  transaction described above, as if all of such events occurred on July 31, 1997.
  
  The following unaudited pro forma consolidated financial data does not purport
  to represent what Global Motorsport's results of operations or financial
  condition would have been had such transactions in fact occurred at the
  beginning of the period or to project Global Motorsport's results of operations
  or financial position in or for any future period.  The unaudited pro forma
  consolidated financial data should be read in conjunction with the Global
  Motorsport consolidated financial statements and accompanying notes thereto
  contained in their Annual Report filed on Form 10-K.
  
  <PAGE>
   
                           GLOBAL MOTORSPORT GROUP, INC.
                   Pro Forma Consolidated Statement of Operations
                        For the year ended January 31, 1997
                     (In thousands, except for per share data)
                                    (Unaudited)
  <TABLE>
  <CAPTION>
   
   
                                      Global Motor-
                                       Sport, Inc.     Chrome            Pro Forma     Pro Forma
                                         Actual    Specialties, Inc.(1) Adjustments   As Adjusted
                                        --------  ------------------    ------------  ------------
  <S>                                   <C>             <C>            <C>             <C>           
   
  Sales, net                             $108,557        $35,557       $(1,736)(2)      $142,378
  Cost of Sales                            64,834         21,243            --            86,077
                                         --------        -------       -------          --------
    Gross profit                           43,723         14,314        (1,736)           56,301
                                         --------        -------       -------          --------
                                                                                      
  Operating expenses:                                                   (1,736)(2)    
    Selling, general & administrative       27,039         13,249        (2,476)(3)        36,076
    Product Development                     1,723             --            --             1,723
                                         --------        -------       -------          --------
                                           28,762         13,249        (4,212)           37,799
                                         --------        -------       -------          --------
                                                                                      
  Operating Income                         14,961          1,065         2,476            18,502
                                                                                      
  Interest expense                          1,915            831         1,866(4)          4,612
                                         --------        -------       -------          --------
  Income before income taxes               13,046            234           610            13,890
                                                                                      
  Income Taxes                              5,174             --           338(5)          5,512
                                         --------        -------       -------          --------
                                                                                      
  Net income                             $  7,872        $   234       $   272          $  8,378
                                         ========        =======       =======          ========
   
  
  Net income per share                   $   1.48                                       $   1.57
                                         ========                                       ========
  
  Weighted average shares outstanding       5,327                                          5,327
                                         ========                                       ========
  
  </TABLE> 
  
  
  ------------------------- 
  See accompanying footnotes to Unaudited Pro Forma Consolidated Statement of 
  Operations.
  
  <PAGE>
   
                           GLOBAL MOTORSPORT GROUP, INC.
         Notes to Unaudited Pro Forma Consolidated Statement of Operations
                        For the year ended January 31, 1997
  
  
  Note 1    Reflects the historical data for the period from February 1, 1996 to
            January 31, 1997 for Chrome Specialties, Inc., which is not included
            in Global Motorsport Group, Inc.'s operations. Prior to the
            acquisition, Chrome Specialties, Inc. filed income tax returns under
            subchapter S of the U.S. Federal Income Tax Code. Therefore, all
            taxable income of Chrome Specialties, Inc. passed through to its
            shareholders.
  
  Note 2    Reflects reclassification of amounts recorded as sales by Chrome
            Specialties, Inc. which Global Motorsport historically presents as
            recovered expenses.
  
  Note 3    Reflects adjustment to (i) non-recurring salaries and bonuses paid to
            previous owners (ii) amortization for the excess of purchase price
            over the net tangible assets acquired (goodwill) over 25 years and
            other intangible assets over 5 to 7 years using straight line method
            as follows:
  
                                                    (in thousands)          
                Salary and bonus adjustments            $(3,810)
                Amortization                              1,334
                                                        -------
                                                        $(2,476)
                                                        =======
  
  Note 4    Reflects adjustment for interest expenses incurred for net borrowings
            associated with the acquisition.
  
  Note 5    Reflects an adjustment to income tax expense on a pro forma basis at
            the effective tax rate for Global Motorsport Group, Inc., for the year
            ended January 31, 1997.
  
  <PAGE>
   
                           GLOBAL MOTORSPORT GROUP, INC.
                   PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE SIX MONTHS ENDED JULY 31, 1997
                     (In thousands, except for per share data)
                                    (Unaudited)
  <TABLE>
  <CAPTION>
   
                                                   Global Motor-                                                        
                                                    Sport, Inc.     Chrome            Pro Forma    Pro Forma              
                                                     Actual    Specialties, Inc.(1)  Adjustments  As Adjusted             
                                                     -------  ------------------    ------------  -----------             
  <S>                                                <C>      <C>                   <C>           <C>
   
  Sales, net                                          $64,004           $20,746      $  (738)(2)     $84,012                    
  Cost of Sales                                        39,836            12,410           --          52,246                    
                                                      -------           -------      -------         -------                    
    Gross profit                                       24,168             8,336         (738)         31,766                    
                                                      -------           -------      -------         -------                    
                                                                                                                                
  Operating expenses:                                                                   (738)(2)                                
    Selling, general & administrative                   14,509             5,626          280 (3)      19,677                    
    Product Development                                   711                 -            -             711                    
                                                      -------           -------      -------         -------                    
                                                       15,220             5,626         (458)         20,388                    
                                                      -------           -------      -------         -------                    
  Operating Income                                      8,948             2,710         (280)         11,378                    
                                                                                                                                
  Interest expense                                        872               400          885 (4)       2,157                    
                                                      -------           -------      -------         -------                    
    Income before income taxes                          8,076             2,310       (1,165)          9,221                    
                                                                                                                                
  Income Taxes                                          3,209                --          458 (5)       3,667                    
                                                      -------           -------      -------         -------                    
                                                                                                                                
  Net income                                          $ 4,867           $ 2,310      $(1,623)        $ 5,554                    
                                                      =======           =======      =======         =======                    
                                                                                                                                
  Net income per share                                  $0.93                                        $  1.06                    
                                                      =======                                        =======
   
  Weighted average shares outstanding                   5,224                                          5,224
                                                      =======                                        =======
   
  </TABLE>
  
  -----------------------------
  See accompanying footnotes to Unaudited Pro Forma Consolidated Statement of 
  Operations.
  
  <PAGE>
   
   
                           GLOBAL MOTORSPORT GROUP, INC.
         Notes to Unaudited Pro Forma Consolidated Statement of Operations
                         For six months ended July 31, 1997
  
  
  NOTE 1 Reflects the historical data for the period from February 1, 1997 to July
         31, 1997 for Chrome Specialties, inc., which is not included in Global
         Motorsport Group, Inc.'s operations.  Prior to the acquisition, Chrome
         Specialties, Inc. filed income tax returns under subchapter S of the
         U.S. Federal Income Tax Code.  Therefore, all taxable income of Chrome
         Specialties, Inc. passed through to its shareholders.
  
  NOTE 2 Reflects reclassification of amounts recorded as sales by Chrome
         Specialties, Inc. which Global Motorsport historically presents as
         recovered expenses.
  
  NOTE 3 Reflects adjustment to (i) non-recurring salaries and bonuses paid to
         previous owners (ii) amortization for the excess of purchase price over
         the net tangible assets acquired (goodwill) over 25 years and other
         intangible assets over 5 to 7 years using straight line method as
         follows:
  
                                             (in thousands)
             Salary and bonus adjustments        $(387)
             Amortization                          667
                                                ------
                                                $  280
                                                ======
  
  NOTE 4 Reflects adjustment for interest expense incurred for net borrowings
         associated with the acquisition.
  
  NOTE 5 Reflects an adjustment to income tax expense on a pro forma basis at the
         effective tax rate for Global Motorsport Group, Inc., for the six months
         ended July 31, 1997.
  
  <PAGE>
   
                           GLOBAL MOTORSPORT GROUP, INC.
                        Pro Forma Consolidated Balance Sheet
                                   July 31, 1997
                                   (In thousands)
                                    (unaudited)
  <TABLE>
  <CAPTION>
   
                                             Global Motor-
                                              Sport, Inc.       Chrome            Pro Forma      Pro Forma
                                                Actual      Specialties, Inc.(1)  Adjustments   As Adjusted
                                             -------------  -------------------  ------------  ------------
  <S>                                        <C>            <C>        <C>       <C>           <C>
   
  ASSETS
  Current Assets:
   Cash and cash equivalents                       $ 3,168      $  (387)            $   387 (2)   $  3,168
   Accounts receivable, net                         10,539        3,198                (100)(3)     13,637
   Merchandise inventories                          46,330       10,219                (250)(3)     56,299
   Deferred income taxes                             1,334                                           1,334
   Prepaid income taxes                              2,378                                           2,378
   Deposits and prepaid expenses                     2,254          247                              2,501
                                                   -------      -------             -------       --------
                                                    66,003       13,277                  37         79,317
                                                                                                       
  Property and equipment, net                       17,435          765                             18,200
  Other assets                                       8,103           47              28,076 (4)     36,226
                                                   -------      -------             -------       --------
                                                                                                       
                                                   $91,541      $14,089             $28,113       $133,743
                                                   =======      =======             =======       ========
                                                                                                       
  LIABILITIES AND SHAREHOLDER'S EQUITY                                                                 
                                                                                                       
  Current Liabilities:                                                                                 
   Current maturities of long-term debt                                             $(2,025) (5)       
      and capital lease obligations                $ 3,297      $ 1,304              (1,304) (2)  $  1,272
   Bank borrowings                                   3,899                                           3,899
   Accounts payable                                  3,120          603                              3,723
   Accrued expenses and other liabilities            3,035          479               2,620  (6)     6,134
                                                   -------      -------             -------       --------
                                                    13,351        2,386                (709)        15,028
                                                                                                       
                                                                                     40,525  (5)       
  Long-term debt and capital lease obligations      16,011        8,306              (8,306) (2)    56,536
  Deferred income taxes                                817                                             817
                                                                                                       
  Shareholders' equity:                                                                                
   Common stock                                          5            1                  (1) (2)         5
   Additional paid in capital                       28,412                                          28,412
   Retained Earnings                                32,945        3,396              (3,396) (2)    32,945
                                                   -------      -------             -------       --------
                                                    61,362        3,397              (3,397)        61,362
                                                                                                       
  Commitment and contingencies                     -------      -------             -------       --------              
                                                                                                       
                                                   $91,541      $14,089             $28,113       $133,743
                                                   =======      =======             =======       ========
  </TABLE>
  
  -----------------------------
  See accompanying footnotes to Unaudited Pro Forma Consolidated Balance Sheet.
  
  <PAGE>
   
                           GLOBAL MOTORSPORT GROUP, INC.
              Notes to Unaudited Pro Forma Consolidated Balance Sheet
                                   July 31, 1997
  
  
  NOTE 1 Reflects the unaudited historical cost balance sheet of Chrome
         Specialties, Inc. at July 31, 1997.
  
  NOTE 2 Reflects a reduction for assets and liabilities not included in the
         acquisition.
  
  NOTE 3 Reflects an adjustment based on an evaluation of the fair values of
         assets acquired.
  
  NOTE 4 Reflects adjustments to reflect the acquisition under the purchase method
         of accounting, as follows:
  <TABLE>
  <CAPTION>
   
                  <S>                               <C>            
                  Purchase price                    $38,256        
                  Other direct acquisition costs      2,500        
                                                    -------        
                                                     40,756        
                                                                   
                  Less fair value of net assets                    
                   acquired                          13,780        
                                                    -------        
                                                     26,976        
                  Accruals                            1,100        
                                                    -------        
                  Cost in excess of fair value      $28,076        
                                                    =======        
                                                                   
                  Allocation of excess cost:                       
                   Goodwill                         $26,576        
                   Non-compete agreements               500        
                   Deferred debt issue costs          1,000        
                                                    -------        
                                                    $28,076        
                                                    =======         
  </TABLE>
  
  NOTE 5 Reflects the net effect of borrowings incurred to finance the acquisition
         and classification of current portions.
  
  NOTE 6 Reflects the accrual of acquisition costs incurred and not yet paid.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 43695}]
metadata_filer: {"company-data": {"conformed-name": "GLOBAL MOTORSPORT GROUP INC", "cik": "0000879360", "assigned-sic": "5013", "irs-number": "941716138", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19540", "film-number": "97684895"}, "business-address": {"street1": "16100 JACQUELINE COURT", "city": "MORGAN HILL", "state": "CA", "zip": "95037", "phone": "4087780500"}, "mail-address": {"street1": "16100 JACQUELINE CT", "city": "MORGAN HILL", "state": "CA", "zip": "95037"}, "former-company": {"former-conformed-name": "CUSTOM CHROME INC /DE", "date-changed": "19930328"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C.  20549
  
                                     __________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (date of earliest event reported)   September 16, 1997
                                                   -------------------------------
  
                           Global Motorsport Group, Inc.
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
   
  
       DELAWARE                        000-19540           94-1716138
  --------------------------------------------------------------------------------
  (State or other jurisdiction        (Commission        (IRS Employer
     of incorporation)                 File Number)       Identification No.)
   
  16100 JACQUELINE COURT, MORGAN HILL, CA                                   95037
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
  Registrant's telephone number, including area code   (408) 778-0500
                                                     ----------------------------
  
                                CUSTOM CHROME, INC.
  --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
  
       On September 16, 1997, CSI Acquisition Sub, Inc., a Delaware corporation
  and a wholly-owned subsidiary of Global Motorsport Group, Inc. (the "Company"),
  a Delaware corporation, completed the purchase (the "Purchase") of substantially
  all of the assets and the assumption of certain liabilities of Chrome
  Specialties, Inc., a Texas corporation ("CSI").  The Purchase was made pursuant
  to the terms and conditions of an Asset Acquisition Agreement dated August 8,
  1997 ("Agreement").  Under the terms of the Agreement, the Company paid
  approximately $36 million ("Purchase Price") for CSI's assets, subject to post-
  closing adjustments under certain circumstances.  The Purchase Price was
  determined through an arms-length negotiation between the parties.   The Company
  funded the Purchase through a bank financing with Bank of America National Trust
  and Savings Association.
  
       CSI is a distributor of aftermarket parts and accessories for Harley-
  Davidson motorcycles.  CSI's principal operations are located in Fort Forth,
  Texas.  Following the Purchase, the Company will operate CSI's Texas operations
  as a separate subsidiary of the Company under the name "Chrome Specialties,
  Inc."  The Company has offered employment to all CSI employees and has assumed
  CSI's lease for its facilities in Fort Worth, Texas.
  
  ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
  
       The following financial statements, pro forma consolidated financial 
  information and exhibits are filed at the end of this report and are part of 
  this report.
  
                                                                    
                                                                    
                                                                    
            (a) Financial statements of business acquired.          
                                                                    
            (b) Pro forma consolidated financial information.       
                                                                    
            (c)  Exhibits.                                          
                                                                    
                 2.1  Asset Acquisition Agreement, dated as of      
                      August 8, 1997, among Global Motorsport       
                      Group, Inc., CSI Acquisition Sub., Inc.       
                      and the Shareholders of Chrome Specialties,   
                      Inc., as amended.                             
                                                                    
                 24.1 Consent of Ernst & Young LLP
  SIGNATURES
  
         Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  Date:  September 23, 1997  GLOBAL MOTORSPORT GROUP, INC.
  
                                /s/ James J. Kelly, Jr.
                                -------------------------------------------
                                James J. Kelly, Jr.
                                Executive Vice President, Finance and
                                Chief Financial Officer
  [LETTERHEAD OF ERNST & YOUNG LLP]
  
                           Report of Independent Auditors
  
  The Stockholders
  Chrome Specialties, Inc.
  
  We have audited the accompanying balance sheet of Chrome Specialties, Inc. (an S
  corporation) as of September 30, 1996, and the related statements of income and
  retained earnings and cash flows for the year then ended. 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 audit.
  
  We conducted our audit in accordance with generally accepted auditing standards.
  Those standards require that we plan and perform the audit to obtain reasonable
  assurance about whether the 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 audit provides 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 Chrome Specialties, Inc. at
  September 30, 1996, and the results of its operations and its cash flows for the
  year then ended in conformity with generally accepted accounting principles.
  
                                            /s/ ERNST & YOUNG LLP
  
  Dallas, Texas
  December 13, 1996
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                                   Balance Sheet
  
                                 September 30, 1996
  
  ASSETS
  Current assets:
   Cash                                                             $ 1,635,336
   Accounts receivable, net of allowance for
    doubtful accounts of $50,000                                      2,063,288
   
   Inventory                                                          9,450,955
   Prepaid expenses                                                     220,683
                                                                    ----------- 
  Total current assets                                               13,370,262
   
  Property and equipment, at cost:
   Furniture and fixtures                               $337,644
   Warehouse machinery & equipment                       412,673
   Computer software                                     335,928
   Computer equipment                                    259,946
   Automobiles                                            82,001
   Leasehold improvements                                131,992
   Designs & patents                                      11,162      1,571,346
                                                        --------
   Less accumulated depreciation and amortization                      (706,332)
                                                                    -----------
  Net property and equipment                                            865,014
   
  Other assets                                                           24,296
                                                                    -----------
  Total assets                                                      $14,259,572
                                                                    =========== 
   
  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
   Current portion of long-term debt                                $ 1,300,000
   Accounts payable                                                     882,053
   Accrued liabilities                                                  316,300
                                                                    -----------
  Total current liabilities                                           2,498,353
   
  Long-term debt                                                      8,960,000
   
  Commitments and contingencies
   
  Stockholders' equity:
   Common stock, no par value,
    999 shares authorized and issued                                      1,500
   Retained earnings                                                  2,800,219
                                                                    -----------
                                                                      2,801,719
   Less cost of 333 shares of common stock
     held in treasury                                                      (500)
                                                                    -----------
  Total stockholders' equity                                          2,801,219
                                                                    -----------
  Total liabilities and stockholders' equity                        $14,259,572
                                                                    ===========
  
  See accompanying notes.
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Statement of Income and Retained Earnings
  
                           Year ended September 30, 1996
  
  Sales                                                             $ 35,811,390
  Cost of sales                                                      (21,121,165)
                                                                    ------------
  Gross profit                                                        14,690,225
   
  Selling, general and administrative expenses:
   Officers' salaries                                 $3,943,750
   Other salaries and payroll taxes                    2,821,523
   Contract labor                                         50,759
   Freight-out                                         2,486,622
   Telephone and utilities                               452,741
   Rent and related property taxes                       539,014
   Advertising, promotion and postage                    483,529
   Office and warehouse supplies                         110,628
   Packaging and shipping                                492,616
   Catalogs and printing                                 569,645
   Travel                                                109,082
   Depreciation and amortization                         271,958
   Insurance                                             219,552
   Repairs and maintenance                                28,488
   Professional services                                 324,347
   Other                                                 579,933      13,484,187
                                                      ----------     ----------- 
  Operating income                                                     1,206,038
   
  Other income (expense):
   Interest income                                        30,135
   Interest expense, including approximately
   $398,000 to stockholders                             (896,179)
   Other income                                           19,814        (846,230)
                                                      ----------     ----------- 
  Net income                                                             359,808
  Retained earnings at beginning of year                               2,440,411
                                                                     ----------- 
  Retained earnings at end of year                                  $  2,800,219
                                                                    ============
  
  See accompanying notes.
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                              Statement of Cash Flows
  
                           Year ended September 30, 1996
  
  OPERATING ACTIVITIES
  Net income                                                          $    359,808
  Adjustments to reconcile net income to net cash
  used in operating activities:
    Depreciation and amortization                      $   271,958
    Gain on sale of property and equipment                  (4,021)
    Changes in operating assets and liabilities:
     Increase in accounts receivable                      (342,093)
     Increase in inventory                              (1,042,989)
     Increase in prepaids                                  (83,614)
     Decrease in accounts payable                         (346,011)
     Increase in accrued liabilities                        24,447     (1,522,323)
                                                       ----------     -----------
  Net cash used in operating activities                                (1,162,515)
   
  INVESTING ACTIVITIES
  Additions to property and equipment                     (440,330)
  Proceeds from sale of property and equipment             120,826
                                                       ----------     
  Net cash used in investing activities                                  (319,504)
   
  FINANCING ACTIVITIES
  Proceeds from issuance of long-term debt              12,150,000
  Payments on long-term debt                            (8,145,000)
  Payments on notes payable to stockholders             (1,150,000)
                                                       ----------     
  Net cash provided by financing activities                              2,855,000
                                                                       -----------
   
  Net increase in cash                                                   1,372,981
  Cash at beginning of year                                                262,355
                                                                       -----------
  Cash at end of year                                                  $ 1,635,336
                                                                       ===========
   
  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for interest                                               $   896,000
                                                                       ===========
  
  See accompanying notes.
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                           Notes to Financial Statements
  
                                 September 30, 1996
  
   
  
  1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
  DESCRIPTION OF BUSINESS
  
  Chrome Specialties, Inc. (the Company) distributes parts and related products
  primarily for Harley Davidson motorcycles throughout the United States, Canada,
  Europe, Australia and the Far East. The Company was formed in 1984 and is
  located in Fort Worth, Texas.
  
  The Company has elected, for Federal income tax purposes, to be taxed under
  subchapter S of the Internal Revenue Code. Under that subchapter the Company is
  not taxed on net earnings. Instead, the stockholders report their respective
  shares of the Company's net taxable income or loss on their individual Federal
  income tax returns.
  
  CASH AND CASH EQUIVALENTS
  
  The Company considers all highly liquid investments with original maturities of
  three months or less to be cash equivalents.
  
  INVENTORY
  
  Inventory is stated at the lower of cost or market. Cost is determined using the
  average cost method. Inventory consists principally of finished goods
  merchandise.
  
  PROPERTY AND EQUIPMENT
  
  Property and equipment are stated at cost. Major renewals and betterments are
  capitalized. Maintenance and repairs are charged to operations as incurred.
  Provisions for depreciation and amortization of property and equipment are
  computed using the declining balance method over estimated useful lives of 3 to
  7 years, with the exception of leasehold improvements and designs and patents
  which are amortized using the straight line method over useful lives of 39.5
  years and 15 years, respectively.
  
  REVENUE RECOGNITION AND CREDIT RISK
  
  Sales revenue is generally recognized at the time of shipment. Credit is
  extended to customers based upon evaluation of the customer's financial
  condition and, generally, collateral is not required. The Company maintains an
  allowance for doubtful accounts based upon expected collectibility. Losses from
  bad debts have historically been within Management's expectations.
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Notes to Financial Statements (continued)
  
  1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     (CONTINUED)
  
  ADVERTISING
  
  The Company expenses the costs of advertising as incurred, except for certain
  capitalized catalog costs, which are amortized over the expected period of
  future benefits. The total capitalized catalog costs at September 30, 1996, were
  approximately $122,000, and advertising expense for the year was approximately
  $1,053,000.
  
  USE OF ESTIMATES
  
  The preparation of financial statements in conformity with generally accepted
  accounting principles requires management to make estimates and assumptions that
  affect the amounts reported in the financial statements and accompanying notes.
  Actual results could differ from these estimates.
  
  2. LONG-TERM DEBT
  
  Long-term debt at September 30, 1996 consists of:
  
  Borrowings from a bank under a $6,500,000 five year
   term note bearing interest, as the Company may elect,
   at the bank's base rate or at LIBOR plus 1.75%. At
   September 30, 1996, the bank's base rate was 8.25% and
   LIBOR was 7.125%. Payments of principal of $325,000
   plus accrued interest are due quarterly and the loan
   matures July 1, 2001.                                     $ 6,500,000
   
   
  Various notes payable to stockholders bearing interest
   at rates ranging from 8% to 10%, with interest payable
   quarterly, due in varying amounts through December 29,
   2000, secured by substantially all the remaining
   assets of the Company.                                      3,760,000
                                                             -----------
                                                              10,260,000
  Less current portion of long-term debt                       1,300,000
                                                             -----------
                                                             $ 8,960,000
                                                             ===========
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Notes to Financial Statements (continued)
  
  2. LONG-TERM DEBT (CONTINUED)
  
  Maturities of long-term debt are as follows for the years ending September 30:
  
  1998                                                       $1,910,000
  1999                                                        2,950,000
  2000                                                        2,300,000
  2001                                                        1,800,000
                                                             ----------
                                                             $8,960,000
                                                             ==========
  
  Under the loan agreement providing for the $6,500,000 term loan, the Company has
  additional borrowing facilities as follows:
  
       A revolving line of credit of $5,000,000, up to $750,000 of which may be
       utilized for letters of credit, with interest at LIBOR plus 1.50% or the
       bank's base rate (as the Company may elect), subject to collateral
       availability. Interest is payable monthly with the outstanding principal
       balance payable on the maturity date of July 1, 1998. There were no
       borrowings under this line of credit at September 30, 1996. However, a
       letter of credit for $184,000 was outstanding at September 30, 1996.
  
       A $1,000,000 line of credit (limited to 75% of Extended Receivables, as
       defined), which bears interest at LIBOR plus 1.50% or the bank's base rate
       (as the Company may elect). Interest is payable monthly with the
       outstanding principal balance payable on the maturity date of July 1, 1997.
       There were no borrowings under this line of credit at September 30, 1996.
  
  Amounts available under the loan agreement are limited in the aggregate to 80%
  of Qualified Accounts Receivable, as defined, plus 55% to 65% of Eligible
  Inventory, as defined. Borrowings under the loan agreement are collateralized by
  all inventory, equipment, accounts receivable and substantially all other assets
  of the Company. The loan agreement contains various restrictive covenants
  including, but not limited to, net worth requirements, liquidity ratios and
  limitations on capital expenditures and additional indebtedness.
  
  Based on the floating nature of the interest rates provided in the long-term
  debt facilities and the interest rates provided in the shareholder loan
  agreements, management of the Company believes the fair value of these financial
  instruments approximates their carrying value.
  Chrome Specialties, Inc.
                                 (An S Corporation)
  
                     Notes to Financial Statements (continued)
  
  3. COMMITMENTS AND CONTINGENCIES
  
  The Company leases certain office and warehouse facilities and office equipment
  under operating leases. Total rent expense of approximately $401,000 for these
  leases was recognized for the year ended September 30, 1996.
  
  Future minimum lease payments are as follows for the years ending September 30:
  
  1997                                                         $321,052
  1998                                                          333,349
  1999                                                          237,249
                                                               --------
                                                               $891,650
                                                               ========
  
  The Company is from time-to-time involved in litigation in the ordinary course
  of business. Management believes the outcome of all pending matters at September
  30, 1996, will not have a material adverse effect on the Company's financial
  position or results of operation.
  GLOBAL MOTORSPORT GROUP, INC.
  
                    Pro Forma Consolidated Financial Information
                    --------------------------------------------
  
  The following presents unaudited pro forma consolidated statements of operations
  for Global Motorsport Group, Inc. and Subsidiaries (Global Motorsport) for the
  year ended January 31, 1997 and the six months ended July 31, 1997, and includes
  the unaudited statements of operations of Chrome Specialties, Inc. for the 12
  month period ended January 31, 1997 and the six month period ended July 31,
  1997, and gives effect to the Chrome Specialties, Inc. Acquisition as if it had
  occurred as of February 1, 1996.
  
  The following unaudited pro forma consolidated balance sheet gives effect to the
  transaction described above, as if all of such events occurred on July 31, 1997.
  
  The following unaudited pro forma consolidated financial data does not purport
  to represent what Global Motorsport's results of operations or financial
  condition would have been had such transactions in fact occurred at the
  beginning of the period or to project Global Motorsport's results of operations
  or financial position in or for any future period.  The unaudited pro forma
  consolidated financial data should be read in conjunction with the Global
  Motorsport consolidated financial statements and accompanying notes thereto
  contained in their Annual Report filed on Form 10-K.
  GLOBAL MOTORSPORT GROUP, INC.
                   Pro Forma Consolidated Statement of Operations
                        For the year ended January 31, 1997
                     (In thousands, except for per share data)
                                    (Unaudited)
  Global Motor-
                                       Sport, Inc.     Chrome            Pro Forma     Pro Forma
                                         Actual    Specialties, Inc.(1) Adjustments   As Adjusted
                                        --------  ------------------    ------------  ------------
  Sales, net                             $108,557        $35,557       $(1,736)(2)      $142,378
  Cost of Sales                            64,834         21,243            --            86,077
                                         --------        -------       -------          --------
    Gross profit                           43,723         14,314        (1,736)           56,301
                                         --------        -------       -------          --------
                                                                                      
  Operating expenses:                                                   (1,736)(2)    
    Selling, general & administrative       27,039         13,249        (2,476)(3)        36,076
    Product Development                     1,723             --            --             1,723
                                         --------        -------       -------          --------
                                           28,762         13,249        (4,212)           37,799
                                         --------        -------       -------          --------
                                                                                      
  Operating Income                         14,961          1,065         2,476            18,502
                                                                                      
  Interest expense                          1,915            831         1,866(4)          4,612
                                         --------        -------       -------          --------
  Income before income taxes               13,046            234           610            13,890
                                                                                      
  Income Taxes                              5,174             --           338(5)          5,512
                                         --------        -------       -------          --------
                                                                                      
  Net income                             $  7,872        $   234       $   272          $  8,378
                                         ========        =======       =======          ========
   
  
  Net income per share                   $   1.48                                       $   1.57
                                         ========                                       ========
  
  Weighted average shares outstanding       5,327                                          5,327
                                         ========                                       ========
  ------------------------- 
  See accompanying footnotes to Unaudited Pro Forma Consolidated Statement of 
  Operations.
  GLOBAL MOTORSPORT GROUP, INC.
         Notes to Unaudited Pro Forma Consolidated Statement of Operations
                        For the year ended January 31, 1997
  
  Note 1    Reflects the historical data for the period from February 1, 1996 to
            January 31, 1997 for Chrome Specialties, Inc., which is not included
            in Global Motorsport Group, Inc.'s operations. Prior to the
            acquisition, Chrome Specialties, Inc. filed income tax returns under
            subchapter S of the U.S. Federal Income Tax Code. Therefore, all
            taxable income of Chrome Specialties, Inc. passed through to its
            shareholders.
  
  Note 2    Reflects reclassification of amounts recorded as sales by Chrome
            Specialties, Inc. which Global Motorsport historically presents as
            recovered expenses.
  
  Note 3    Reflects adjustment to (i) non-recurring salaries and bonuses paid to
            previous owners (ii) amortization for the excess of purchase price
            over the net tangible assets acquired (goodwill) over 25 years and
            other intangible assets over 5 to 7 years using straight line method
            as follows:
  
                                                    (in thousands)          
                Salary and bonus adjustments            $(3,810)
                Amortization                              1,334
                                                        -------
                                                        $(2,476)
                                                        =======
  
  Note 4    Reflects adjustment for interest expenses incurred for net borrowings
            associated with the acquisition.
  
  Note 5    Reflects an adjustment to income tax expense on a pro forma basis at
            the effective tax rate for Global Motorsport Group, Inc., for the year
            ended January 31, 1997.
  GLOBAL MOTORSPORT GROUP, INC.
                   PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                       FOR THE SIX MONTHS ENDED JULY 31, 1997
                     (In thousands, except for per share data)
                                    (Unaudited)
  Global Motor-                                                        
                                                    Sport, Inc.     Chrome            Pro Forma    Pro Forma              
                                                     Actual    Specialties, Inc.(1)  Adjustments  As Adjusted             
                                                     -------  ------------------    ------------  -----------
  Sales, net                                          $64,004           $20,746      $  (738)(2)     $84,012                    
  Cost of Sales                                        39,836            12,410           --          52,246                    
                                                      -------           -------      -------         -------                    
    Gross profit                                       24,168             8,336         (738)         31,766                    
                                                      -------           -------      -------         -------                    
                                                                                                                                
  Operating expenses:                                                                   (738)(2)                                
    Selling, general & administrative                   14,509             5,626          280 (3)      19,677                    
    Product Development                                   711                 -            -             711                    
                                                      -------           -------      -------         -------                    
                                                       15,220             5,626         (458)         20,388                    
                                                      -------           -------      -------         -------                    
  Operating Income                                      8,948             2,710         (280)         11,378                    
                                                                                                                                
  Interest expense                                        872               400          885 (4)       2,157                    
                                                      -------           -------      -------         -------                    
    Income before income taxes                          8,076             2,310       (1,165)          9,221                    
                                                                                                                                
  Income Taxes                                          3,209                --          458 (5)       3,667                    
                                                      -------           -------      -------         -------                    
                                                                                                                                
  Net income                                          $ 4,867           $ 2,310      $(1,623)        $ 5,554                    
                                                      =======           =======      =======         =======                    
                                                                                                                                
  Net income per share                                  $0.93                                        $  1.06                    
                                                      =======                                        =======
   
  Weighted average shares outstanding                   5,224                                          5,224
                                                      =======                                        =======
  -----------------------------
  See accompanying footnotes to Unaudited Pro Forma Consolidated Statement of 
  Operations.
  GLOBAL MOTORSPORT GROUP, INC.
         Notes to Unaudited Pro Forma Consolidated Statement of Operations
                         For six months ended July 31, 1997
  
  NOTE 1 Reflects the historical data for the period from February 1, 1997 to July
         31, 1997 for Chrome Specialties, inc., which is not included in Global
         Motorsport Group, Inc.'s operations.  Prior to the acquisition, Chrome
         Specialties, Inc. filed income tax returns under subchapter S of the
         U.S. Federal Income Tax Code.  Therefore, all taxable income of Chrome
         Specialties, Inc. passed through to its shareholders.
  
  NOTE 2 Reflects reclassification of amounts recorded as sales by Chrome
         Specialties, Inc. which Global Motorsport historically presents as
         recovered expenses.
  
  NOTE 3 Reflects adjustment to (i) non-recurring salaries and bonuses paid to
         previous owners (ii) amortization for the excess of purchase price over
         the net tangible assets acquired (goodwill) over 25 years and other
         intangible assets over 5 to 7 years using straight line method as
         follows:
  
                                             (in thousands)
             Salary and bonus adjustments        $(387)
             Amortization                          667
                                                ------
                                                $  280
                                                ======
  
  NOTE 4 Reflects adjustment for interest expense incurred for net borrowings
         associated with the acquisition.
  
  NOTE 5 Reflects an adjustment to income tax expense on a pro forma basis at the
         effective tax rate for Global Motorsport Group, Inc., for the six months
         ended July 31, 1997.
  GLOBAL MOTORSPORT GROUP, INC.
                        Pro Forma Consolidated Balance Sheet
                                   July 31, 1997
                                   (In thousands)
                                    (unaudited)
  Global Motor-
                                              Sport, Inc.       Chrome            Pro Forma      Pro Forma
                                                Actual      Specialties, Inc.(1)  Adjustments   As Adjusted
                                             -------------  -------------------  ------------  ------------
  ASSETS
  Current Assets:
   Cash and cash equivalents                       $ 3,168      $  (387)            $   387 (2)   $  3,168
   Accounts receivable, net                         10,539        3,198                (100)(3)     13,637
   Merchandise inventories                          46,330       10,219                (250)(3)     56,299
   Deferred income taxes                             1,334                                           1,334
   Prepaid income taxes                              2,378                                           2,378
   Deposits and prepaid expenses                     2,254          247                              2,501
                                                   -------      -------             -------       --------
                                                    66,003       13,277                  37         79,317
                                                                                                       
  Property and equipment, net                       17,435          765                             18,200
  Other assets                                       8,103           47              28,076 (4)     36,226
                                                   -------      -------             -------       --------
                                                                                                       
                                                   $91,541      $14,089             $28,113       $133,743
                                                   =======      =======             =======       ========
                                                                                                       
  LIABILITIES AND SHAREHOLDER'S EQUITY                                                                 
                                                                                                       
  Current Liabilities:                                                                                 
   Current maturities of long-term debt                                             $(2,025) (5)       
      and capital lease obligations                $ 3,297      $ 1,304              (1,304) (2)  $  1,272
   Bank borrowings                                   3,899                                           3,899
   Accounts payable                                  3,120          603                              3,723
   Accrued expenses and other liabilities            3,035          479               2,620  (6)     6,134
                                                   -------      -------             -------       --------
                                                    13,351        2,386                (709)        15,028
                                                                                                       
                                                                                     40,525  (5)       
  Long-term debt and capital lease obligations      16,011        8,306              (8,306) (2)    56,536
  Deferred income taxes                                817                                             817
                                                                                                       
  Shareholders' equity:                                                                                
   Common stock                                          5            1                  (1) (2)         5
   Additional paid in capital                       28,412                                          28,412
   Retained Earnings                                32,945        3,396              (3,396) (2)    32,945
                                                   -------      -------             -------       --------
                                                    61,362        3,397              (3,397)        61,362
                                                                                                       
  Commitment and contingencies                     -------      -------             -------       --------              
                                                                                                       
                                                   $91,541      $14,089             $28,113       $133,743
                                                   =======      =======             =======       ========
  -----------------------------
  See accompanying footnotes to Unaudited Pro Forma Consolidated Balance Sheet.
  GLOBAL MOTORSPORT GROUP, INC.
              Notes to Unaudited Pro Forma Consolidated Balance Sheet
                                   July 31, 1997
  
  NOTE 1 Reflects the unaudited historical cost balance sheet of Chrome
         Specialties, Inc. at July 31, 1997.
  
  NOTE 2 Reflects a reduction for assets and liabilities not included in the
         acquisition.
  
  NOTE 3 Reflects an adjustment based on an evaluation of the fair values of
         assets acquired.
  
  NOTE 4 Reflects adjustments to reflect the acquisition under the purchase method
         of accounting, as follows:
  Purchase price                    $38,256        
                  Other direct acquisition costs      2,500        
                                                    -------        
                                                     40,756        
                                                                   
                  Less fair value of net assets                    
                   acquired                          13,780        
                                                    -------        
                                                     26,976        
                  Accruals                            1,100        
                                                    -------        
                  Cost in excess of fair value      $28,076        
                                                    =======        
                                                                   
                  Allocation of excess cost:                       
                   Goodwill                         $26,576        
                   Non-compete agreements               500        
                   Deferred debt issue costs          1,000        
                                                    -------        
                                                    $28,076        
                                                    =======
  NOTE 5 Reflects the net effect of borrowings incurred to finance the acquisition
         and classification of current portions.
  
  NOTE 6 Reflects the accrual of acquisition costs incurred and not yet paid.