thanks to mad_z - what a life saver. ;D
its amazing what running a fresh pair eyes does
ok, these were the problems
1. the wire that runs from to the points inside the distributor was frayed and arcing - no idea how that happened
2. the points were bent and not contacting properly, so i picked up a $10 pair from repco, but amazingly they did not fit. we had to elongate the adjustment hole
3. got spark, but no start
4. then mad_z spotted that i had the bowls tilted 45 degrees - which i did not notice. so i swapped the rubber isolators from left to right. problem solved
5. now no fuel in the owl, so i filled them up direct
6. VROOM fires up first tick
still something up with the pump, its not pulling thru as soon as there's air in the line
also idling too high, even though all the screws are turned _out_ all the way
next will have to get a timing light from somewhere