<PAGE>

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)
               (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

                       For the quarter period ended JUNE 30, 1999
                                                    -------------

                                       OR

              ( ) TRANSITION PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

 For the transition period from                    to
                               --------------------  --------------------------
 Commission File Number                          0-2642
                       --------------------------------------------------------

                            TRIDENT ROWAN GROUP, INC.
                   ----------------------------------------
             (Exact name of registrant as specified in its charter)

                  MARYLAND                                    52-0466460
 ---------------------------------------------             -------------------
 (State or other jurisdiction of incorporation)            (I.R.S. Employer
                                                           Identification No.)

                    TWO WORLDS FAIR DRIVE, SOMERSET, NJ 08873
               ---------------------------------------------------
               (Address of principal executive offices - Zip Code)

                                 (732) 868-9000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


-------------------------------------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
                                    report)

           Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by court. Yes    No
                        --    --

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. Common Stock $0.01
par value, 4,419,900 shares.


<PAGE>


                                      INDEX
                                      -----
<TABLE>
<CAPTION>


<S>                                                                                                      <C>
  PART I   FINANCIAL INFORMATION

  ITEM 1.  FINANCIAL STATEMENTS

           Balance Sheets as of June 30, 1999 and December 31, 1998.......................................4
           Statements of operations for the three months ended June 30, 1999 and 1998.....................6
           Statements of operations for the six months ended June 30, 1999 and 1998.......................7
           Statements of cash flows for the six months ended June 30, 1999 and 1998.......................8
           Statements of stockholders' equity and comprehensive income/(loss) for the
           six months ended June 30, 1999.................................................................9
           Notes to Financial Statements.................................................................10

  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS...........................................................13


  PART II  OTHER INFORMATION

  ITEM 6.  EXHIBITION AND REPORTS ON FORM 8-K............................................................25
</TABLE>


<PAGE>









                                     PART I


                              FINANCIAL INFORMATION

                                       3
<PAGE>


  TRIDENT ROWAN GROUP, INC
  Consolidated Condensed Balance Sheets
  June 30, 1999
<TABLE>
<CAPTION>

                                                                                 JUNE 30         JUNE 30          DEC. 31
                                                                                  1999            1999             1998
                                                                                US$'000          LIRE M.          LIRE M.
                                                                               UNAUDITED        UNAUDITED          NOTE
<S>                                                                        <C>              <C>             <C>

  ASSETS
  CASH AND CASH EQUIVALENTS............................................   $        3,071 LIT.       5,774 LIT.      3,436
  MARKETABLE SECURITIES, AT COST.......................................                -                -             955
  RECEIVABLES..........................................................           23,597           44,363          35,254
    TRADE, LESS ALLOWANCE LIT. 2,165 (LIT.2,037).......................           18,099           34,026          24,881
    RECEIVABLES FROM RELATED PARTIES...................................            3,027            5,690           3,852
    OTHER RECEIVABLES..................................................            2,471            4,647           6,521

  INVENTORIES..........................................................           22,629           42,543          41,170
    RAW MATERIALS, PARTS AND WORK-IN-PROCESS...........................           14,336           27,008          22,469
    FINISHED PRODUCTS..................................................            8,263           15,535          18,701

  PREPAID EXPENSES.....................................................              511              961             982

                                                                          --------------      -----------      ------------
  TOTAL CURRENT ASSETS                                                            49,808           93,641          81,797
                                                                          --------------      -----------      ------------

  PROPERTY, PLANT AND EQUIPMENT........................................            9,760           18,347          18,168
    AT COST............................................................           24,770           46,566          44,625
    LESS ALLOWANCES FOR DEPRECIATION...................................          (15,010)         (22,219)        (26,007)

  TRADEMARKS AND OTHER INTANGIBLE ASSETS, NET OF
    AMORTIZATION OF LIT. 1,400 (LIT. 1,350 - 1998).....................              319              600             650
  GOODWILL, NET OF AMORTIZATION OF LIT. 597 (1998 - LIT. 561)..........              106              200             236
  REAL ESTATE FOR DEVELOPMENT, NET OF RESERVE OF LIT. 2,500 ...........            1,862            3,500           3,500
  CONCESSION RIGHTS....................................................              851            1,600           1,600
  TAX RECEIVABLES......................................................            1,629            3,062           9,185
  OTHER ASSETS.........................................................              754            1,417           1,579

                                                                          --------------      -----------      ------------
  TOTAL ASSETS                                                            $       65,089 LIT.     122,367 LIT.    117,165
                                                                          --------------      -----------      ------------
                                                                          --------------      -----------      ------------
</TABLE>


  Note: The balance sheet as at December 31, 1998 has been derived from the
  audited financial statements at that date but does not include all of the
  information and footnotes required by generally accepted accounting
  principles.



            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                       4
<PAGE>


  TRIDENT ROWAN GROUP, INC.
  Consolidated Condensed Balance Sheets
  March 31, 1999
<TABLE>
<CAPTION>

                                                                                 JUNE 30          JUNE 30         DEC. 31
                                                                                 1999             1999             1998
                                                                                US$'000          LIRE M.         LIRE M.
                                                                               UNAUDITED        UNAUDITED          NOTE

<S>                                                                       <C>                      <C>            <C>
  LIABILITIES
  ADVANCES FROM BANKS...................................................  $       20,744 LIT.      38,998 LIT.    32,619
  CURRENT PORTION OF  LONG-TERM DEBT....................................           6,424           12,078         13,288
  LOANS DUE TO RELATED PARTIES..........................................           1,700            3,196          6,312
  ACCOUNTS PAYABLE......................................................          18,764           35,277         35,360
  ACCRUED EXPENSES AND OTHER PAYABLES...................................           6,258           11,765          9,715

                                                                          --------------      -----------      -----------
  TOTAL CURRENT LIABILITIES                                                       53,890          101,314         97,294
                                                                          --------------      -----------      -----------

  LONG-TERM DEBT, LESS CURRENT PORTION..................................           1,860            3,497          4,257
  TERMINATION INDEMNITIES...............................................           4,683            8,804          8,581
  PROVISION FOR CLAIMS..................................................           1,691            3,180          3,120

  MINORITY INTERESTS....................................................           6,589           12,385         10,907

  PREFERRED STOCK OF SUBSIDIARY.........................................               -                -         13,132

  SHAREHOLDERS' (DEFICIT)/EQUITY                                                  (3,624)          (6,813)       (20,126)
    COMMON STOCK, PAR VALUE $0.01 PER SHARE:
    AUTHORIZED 50,000,000 SHARES;
      4,419,900 (1998 - 4,419,900) SHARES ISSUED AND OUTSTANDING                      59              106            106
    ADDITIONAL PAID IN CAPITAL..........................................          55,506          104,352        104,032
    TREASURY STOCK, AT COST.............................................         (24,396)         (45,865)       (45,865)
    CUMULATIVE TRANSLATION  ADJUSTMENT..................................            (269)            (505)            24
    DEFICIT.............................................................         (34,521)         (64,901)       (78,423)

                                                                          --------------      -----------     ------------
                                                                          $       65,089 LIT.     122,367 LIT.   117,165
                                                                          --------------      -----------     ------------
                                                                          --------------      -----------     ------------
</TABLE>


  Note: The balance sheet as at December 31, 1998 has been derived from the
  audited financial statements at that date but does not include all of the
  information and footnotes required by generally accepted accounting
  principles.




            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                       5

<PAGE>


  TRIDENT ROWAN GROUP, INC.
  Unaudited Consolidated Condensed Statements of Operations
  3 Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>



                                                                             JUNE 30          JUNE 30          JUNE 30
                                                                              1999             1999              1998
                                                                            US $'000          LIRE M.          LIRE M.

<S>                                                                       <C>                    <C>               <C>
  NET SALES...........................................................    $    16,205  LIT.     30,465  LIT.         29,213

  COST OF SALES.......................................................        (14,048)         (26,411)             (23,391)
                                                                           ----------        -----------          ----------

                                                                                2,157            4,054                5,822

  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................         (3,990)          (7,501)              (7,076)
  RESEARCH AND DEVELOPMENT............................................           (577)          (1,085)              (1,352)
                                                                           ----------        -----------          ----------

                                                                               (2,410)          (4,532)              (2,606)

  INTEREST EXPENSE....................................................           (624)          (1,174)              (1,357)
  INTEREST INCOME.....................................................             93              174                  459
  OTHER (EXPENSE)/INCOME, NET.........................................            (36)             (68)                 142
                                                                           ----------        -----------          ----------


  LOSS BEFORE INCOME TAXES  AND MINORITY INTERESTS....................         (2,977)          (5,600)              (2,606)

  INCOME TAXES........................................................            (16)             (30)                (315)

  MINORITY INTERESTS..................................................          1,343            2,524                  288

  AMORTIZATION OF PREMIUM FOR REDEMPTION OF
    PREFERRED STOCK OF SUBSIDIARY.....................................              -                -                 (285)

                                                                           ----------        -----------          ----------
  NET LOSS ...........................................................    $    (1,650)  LIT.    (3,106)  LIT.        (3,674)
                                                                           ----------        -----------          ----------
                                                                           ----------        -----------          ----------


  PROFIT/(LOSS) PER SHARE                                                     US $             LIRE              LIRE

  BASIC...............................................................    $     (0.39)  LIT.      (725)  LIT.          (737)
                                                                           ----------        -----------          ----------
                                                                           ----------        -----------          ----------
  DILUTED.............................................................    $     (0.39)  LIT.      (725)  LIT.          (737)
                                                                           ----------        -----------          ----------
                                                                           ----------        -----------          ----------
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING DURING THE PERIOD

  BASIC ..............................................................  NO. 4,283,233    NO. 4,283,233    NO.     4,987,780
                                                                           ----------        -----------          ----------
                                                                           ----------        -----------          ----------
  DILUTED.............................................................  NO. 4,329,711    NO. 4,329,711    NO.     5,203,368
                                                                           ----------        -----------          ----------
                                                                           ----------        -----------          ----------
</TABLE>



            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                       6
<PAGE>


  TRIDENT ROWAN GROUP, INC.
  Unaudited Consolidated Condensed Statements of Operations
  6 Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
                                                                              JUNE 30          JUNE 30          JUNE 30
                                                                                1999             1999              1998
                                                                              US $'000          LIRE M.          LIRE M.
<S>                                                                       <C>             <C>               <C>
  NET SALES...........................................................    $    28,737 LIT.      54,026  LIT.         62,319

  COST OF SALES.......................................................        (25,980)         (48,842)             (50,577)
                                                                          -----------        ---------         -------------

                                                                                2,757            5,184               11,742

  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........................         (7,090)         (13,330)             (12,511)
  RESEARCH AND DEVELOPMENT............................................           (825)          (1,551)              (2,226)
                                                                          -----------        ---------         -------------

                                                                               (5,158)          (9,697)              (2,995)

  INTEREST EXPENSE....................................................         (1,376)          (2,586)              (2,442)
  INTEREST INCOME.....................................................            107              202                  910
  GAIN ON MERGER OF SUBSIDIARY........................................         13,743           25,837                    -
  OTHER INCOME, NET...................................................             35               66                   23
                                                                          -----------        ---------         -------------


  PROFIT/(LOSS) BEFORE INCOME TAXES  AND MINORITY INTERESTS...........          7,351           13,822               (4,504)

  INCOME TAXES........................................................             11               21                 (660)

  MINORITY INTERESTS..................................................           (171)            (321)                 396

  AMORTIZATION OF PREMIUM FOR REDEMPTION OF
    PREFERRED STOCK OF SUBSIDIARY.....................................              -                -               (1,258)

                                                                          -----------        ---------         -------------
  NET PROFIT/(LOSS) ..................................................    $     7,191  LIT.     13,522  LIT.         (6,026)
                                                                          -----------        ---------         -------------
                                                                          -----------        ---------         -------------


  PROFIT/(LOSS) PER SHARE                                                     US $             LIRE              LIRE

  BASIC...............................................................    $      1.68  LIT.      3,157  LIT.        (1,208)
                                                                          -----------        ---------         -------------
                                                                          -----------        ---------         -------------
  DILUTED.............................................................    $      1.65  LIT.      3,097  LIT.        (1,208)
                                                                          -----------        ---------         -------------
                                                                          -----------        ---------         -------------


  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING DURING THE PERIOD

  BASIC ..............................................................  NO. 4,283,233    NO. 4,283,233    NO.     4,987,780
                                                                          -----------        ---------         -------------
                                                                          -----------        ---------         -------------
  DILUTED                                                               NO. 4,366,056    NO. 4,366,056    NO.     5,095,574
                                                                          -----------        ---------         -------------
                                                                          -----------        ---------         -------------

</TABLE>


                                       7
<PAGE>


  TRIDENT ROWAN GROUP, INC.
  Unaudited Consolidated Condensed Statements of Cash Flows
  6  Months Ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
                                                                               JUNE 30          JUNE 30          JUNE 30
                                                                                1999              1999             1998
                                                                               US$'000          LIRE M.          LIRE M.

<S>                                                                       <C>                 <C>             <C>
  NET PROFIT/(LOSS)...................................................    $     7,191  LIT.       13,522 LIT.        (6,026)

  ADJUSTMENTS TO RECONCILE NET LOSS TO NET
   CASH USED BY OPERATING ACTIVITIES:.................................        (14,265)           (26,820)            (3,974)
                                                                          ------------        ----------        ----------

  NET CASH USED IN OPERATING ACTIVITIES...............................         (7,074)           (13,298)            (9,820)
                                                                          ------------        ----------        ----------

  INVESTING ACTIVITIES:
  NET INCREASE IN INVESTMENTS AND SECURITIES..........................             508               955             15,840
  PURCHASES OF PROPERTY, PLANT AND EQUIPMENT..........................            (961)           (1,806)            (5,074)

                                                                          ------------        ----------        -----------
  NET CASH (USED)/ PROVIDED BY INVESTING ACTIVITIES...................            (453)             (851)            10,766
                                                                          ------------        ----------        -----------

  FINANCING ACTIVITIES:
  INCREASE IN ADVANCES FROM BANKS.....................................           3,205             6,026             6,809
  CASH FROM MERGER OF SUBSIDIARY......................................           8,514            16,006                 -
  REPURCHASES OF SHARES...............................................               -                 -           (15,944)
  PROCEEDS FROM LONG-TERM DEBT........................................               -                 -             10,103
  PRINCIPAL PAYMENTS OF LOANS FROM RELATED PARTIES....................          (1,880)           (3,534)                 -
  PRINCIPAL PAYMENTS OF LONG-TERM DEBT................................          (1,088)           (2,046)            (1,825)

                                                                          ------------        ----------        -----------
  NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES....................           8,751            16,452               (857)
                                                                          ------------        ----------        -----------

  INCREASE IN CASH AND CASH EQUIVALENTS...............................           1,224             2,303                 89
  EFFECT OF EXCHANGE RATE CHANGE ON CASH AND
   CASH EQUIVALENTS...................................................              19                35                  7
  CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD......................           1,828             3,436             10,407

                                                                          ------------        ----------        -----------
  CASH AND CASH EQUIVALENTS, END OF PERIOD............................    $      3,071  LIT.       5,774 LIT.        10,503
                                                                          ------------        ----------        -----------
                                                                          ------------        ----------        -----------
</TABLE>




            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                       8
<PAGE>

  TRIDENT ROWAN GROUP, INC.
  Unaudited Consolidated Condensed Statements of Shareholders' Equity
  Comprehensive Income/(Loss)
  6 Months Ended June 30, 1999 and 1998

<TABLE>
<CAPTION>


                                                                   ADDITIONAL                            ACCRETION

                                                          COMMON     PAID-IN    TREASURY   TRANSLATION   EXPENSE,   ACCUMULATED

                    LIRE MILLION                          STOCK      CAPITAL      STOCK     ADJUSTMENT      NET       DEFICIT
                                                       ---------    --------    ----------  -----------   ---------  ----------


<S>                                               <C>         <C>      <C>       <C>            <C>        <C>        <C>
  AT JANUARY 1, 1998                               LIT.M       88       90,357     (29,921)      (154)       (2,474)    (53,404)



  Net loss                                                      -            -           -           -            -     (25,019)

  Translation adjustment                                        -            -           -         178            -           -

  Accretion expense, net of exchange movements                  -            -           -           -         (253)          -

  Repurchase of shares                                         14       13,203     (15,944)          -        2,727           -

  Issuance of shares                                            4        1,680           -           -            -           -

  Less: Shares not vested as at Dec. 31, 1998                   -       (1,208)          -           -            -           -
                                                        ---------    ----------  ----------  ----------    ---------  ----------

  AT DEC. 31, 1998                                 LIT.M      106      104,032     (45,865)         24            -     (78,423)



  Net profit                                                    -            -           -           -            -      13,522

  Translation adjustment                                        -            -           -        (529)           -           -

  Vesting of shares subject to forfeit                          -          320           -           -            -           -
                                                        ---------    ----------  ----------  ----------    ---------  ----------


  AT JUNE 30, 1999                                 LIT.M      106      104,352     (45,865)       (505)           -     (64,901)

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


  AT JUNE 30, 1999                                 $'000       56        55,506    (24,396)       (269)           -     (34,521)
                                                        ---------    ----------  ----------  ----------    ---------  ----------
                                                        ---------    ----------  ----------  ----------    ---------  ----------


</TABLE>

<PAGE>



            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                   TOTAL         SHARES      COMPREHENSIVE

                                                SHAREHOLDERS'  SUBJECT TO      INCOME/

                    LIRE MILLION                   EQUITY       REPURCHASE      (LOSS)
                                                 -----------    -----------   -------------


<S>                                                   <C>          <C>         <C>
  AT JANUARY 1, 1998                                   4,492        15,691



  Net loss                                           (25,019)            -      (25,019)

  Translation adjustment                                 178             -           178

  Accretion expense, net of exchange movements          (253)          253          (253)

  Repurchase of shares                                     -       (15,944)            -

  Issuance of shares                                   1,684             -             -

  Less: Shares not vested as at Dec. 31, 1998         (1,208)            -             -
                                                 ------------    ----------   -------------

  AT DEC. 31, 1998                                   (20,126)            -       (25,094)



  Net profit                                          13,522             -        13,522

  Translation adjustment                                (529)            -          (529)

  Vesting of shares subject to forfeit                   320             -             -
                                                 ------------    ----------   -------------


  AT JUNE 30, 1999                                    (6,813)            -        12,993

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


  AT JUNE 30, 1999                                   (3,624)             -         7,255
                                                 ------------    ----------   -------------
                                                 ------------    ----------   -------------


</TABLE>

            SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                       9
<PAGE>


TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1999

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. For a summary of the Registrant's accounting principles, and other
footnote information, reference is made to the Registrant's 1998 Annual Report
on Form 10-K. All adjustments necessary for the fair presentation of the results
of operations for the interim periods covered by this report have been included.
All of such adjustments are of a normal and recurring nature. The results of
operations for the three months and six months ended June 30, 1999 are not
necessarily indicative of the operating results for the full year.

The primary financial statements are shown in Italian lire because all of the
Company's material operating entities are based and operate in Italy.
Translation of lire amounts into U.S. Dollar amounts is included solely for the
convenience of the readers of the financial statements and has been made at the
rate of Lire 1,880 to U.S. $1, the approximate exchange rate at June 30, 1999.
It should not be construed that the assets and liabilities, expressed in US
dollar equivalents, can actually be realized in or extinguished by U.S. dollars
at that or any other rate.

NOTE 2 - LOSS PER SHARE

In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share" ("SFAS No. 128"). SFAS No. 128 replaced the calculation of
primary and diluted earnings per share with basic and diluted earnings per
share. Basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share gives effect to
all potentially dilutive common shares that were outstanding during the period.
All loss per share amounts for all periods have been presented to conform to
SFAS No. 128 requirements.

NOTE 3 - MERGER OF MOTO GUZZI SUBSIDIARY WITH NORTH ATLANTIC

On August 18, 1998, TRG's subsidiary, Moto Guzzi Corp., and for limited
purposes, TRG, entered into an agreement to merge with North Atlantic
Acquisition Corp. ("North Atlantic"). The merger consummated on March 5, 1999.
North Atlantic was organized in August 1995 as a specialized merger and
acquisition allocated risk company with the objective of acquiring an operating
business and had not engaged in any substantive commercial business. At the
effective time of the merger, North Atlantic had approximately $8.9 million
(Lit. 16.0 billion) in cash, from which merger expenses of $0.8 million (Lit.
1.4 billion) were subsequently paid, to finance the operations of Moto Guzzi. On
completion of the merger, North Atlantic changed its name to Moto Guzzi
Corporation and is listed on the over-the-counter market in New York under the
ticker "GUZI". TRG owns, through its 84.35% OAM S.p.A. subsidiary, approximately
60.1% of the equity securities of Moto Guzzi Corporation. As a result of the
merger, TRG recorded a gain of Lit. 25.8 billion (US$ 14.4 million) in the first
quarter of 1999, including the effects of the exchange of redeemable preferred
stock of Moto Guzzi Corp. into common stock of North Atlantic. Through December
31, 1998, TRG had accounted for the contingent redemption of such preferred
stock and included Lit. 13.1 billion in the balance sheet at December 31, 1998
to reflect such contingent obligation.


                                       10
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1999

NOTE 4  - LIQUIDITY AND BRIDGE LOANS FROM AFFILIATES

Moto Guzzi has suffered recurring losses from operations and negative cash flows
during the last three years. The merger with North Atlantic in March 1999 raised
approximately $8 million which, however, is not sufficient to fund its
operations and cash flow needs through 1999. Moto Guzzi is also not in
compliance with certain covenants related to a Lit. 10,000 million credit
facility which facility has been classified as a current liability in the
consolidated balance sheet. Moto Guzzi is in negotiations with the lender to
define revised terms of this loan. There can be no assurance that such
negotiations will conclude on terms satisfactory to Moto Guzzi. The foregoing
information is incorporated by reference at Item 3 of Part II of this Report.

Excluding any requirement to repay this Lit. 10,000 million loan facility on
demand, management estimates that Moto Guzzi's financing requirements through
the end of the first quarter of 2000, if it is to continue to make minimum
necessary investments, will be approximately Lit. 10,000 million to Lit 12,000
million. A substantial part of this amount will be required before the end of
the third quarter of 1999 to finance working capital in the seasonal liquidity
low point which is expected in August and September. In early August 1999,
certain Moto Guzzi directors and their affiliates paid approximately $1.7
million (Lit. 3.0 billion) to Moto Guzzi in anticipation of their subscription
to an issue of preferred stock of up to US$ 5 million (Lit.9.4 billion),
approved by the Board of Moto Guzzi on July 30, 1999. Moto Guzzi is actively
discussing equity and debt financing options as well as potential business
combinations with a number of parties but there can be no assurance that it will
be able to raise finance on satisfactory terms, or at all, or that any business
combination agreement will be reached or consummated. Any equity financing or
business combination would likely result in the Company owning less than 50% of
the equity securities of Moto Guzzi.

The Company is seeking to realize liquidity from certain non-strategic assets in
order to meet its commitments unrelated to Moto Guzzi. At the date of these
financial statements, the Company has sufficient liquidity to meet such other
commitments through available cash and expected further realizations, except for
full and timely repayment of a U.S. $2,000,000 bridge loan provided by Tamarix
Investors LDC in October 1998 which became due in accordance with its terms on
March 5, 1999. In May 1999, the Company repaid the Lit. 3,000 million bridge
loan provided by Dr. Giovanni Bulgari, a former affiliate of Tamarix, and
negotiated an extension of the US$ 2 million Tamarix bridge loan until June 30,
1999, making a partial repayment of principal of US$ 300,000. In July, 1999, a
further extension through November 30, 1999 was agreed and the Company made a
further partial repayment of principal of US$ 300,000.

Available cash and expected realization of TRG's non-strategic assets are not
expected to be sufficient to provide the financial support required by Moto
Guzzi Corporation. If revised terms of existing financing as well as additional
financing are not obtained in timely fashion, the Moto Guzzi creditors may look
to the Company to satisfy these obligations. As the Company does not have the
resources available to finance its consolidated obligations, there is
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.


                                       11
<PAGE>
TRIDENT ROWAN GROUP, INC.
Notes to the Consolidated Condensed Financial Statements
June 30, 1999


NOTE 5  - INDUSTRY SEGMENT ANALYSIS
<TABLE>
<CAPTION>

                                                                          MANAGEMENT
  THREE MONTHS ENDED JUNE 30, 1999                 MOTOR-       STEEL     & CORPORATE
  LIRE M.                                          CYCLES       TUBES      SERVICES     ELIMINATIONS    TOTAL

<S>                                               <C>           <C>        <C>         <C>              <C>
  Net sales.....................................     23,805        6,288          372              -      30,465

  Cost of sales.................................    (20,997)      (5,172)        (242)              -    (26,411)
                                                   --------     --------    ---------    ------------   ---------
                                                      2,808        1,116          130              -       4,054

  Selling, general and administrative expenses..     (5,533)        (737)      (1,221)           (10)     (7,501)

  Research and development......................     (1,085)           -            -              -      (1,085)
                                                   --------     --------    ---------    ------------   ---------

  Operating profit/(loss).......................     (3,810)         379       (1,091)           (10)     (4,532)
                                                   --------     --------    ---------    ------------   ---------
                                                   --------     --------    ---------    ------------   ---------


                                                                          MANAGEMENT
  THREE MONTHS ENDED JUNE 30, 1998                 MOTOR-       STEEL     & CORPORATE
  LIRE M.                                          CYCLES       TUBES      SERVICES     ELIMINATIONS    TOTAL

  Net sales.....................................     22,403        6,154          713           (57)      29,213

  Cost of sales.................................    (17,833)      (5,087)        (471)             -     (23,391)
                                                   --------     --------    ---------    ------------   ---------

                                                      4,570        1,067          242            (57)      5,822

  Selling, general and administrative expenses..     (4,548)        (802)      (1,778)            52      (7,076)

  Research and development......................     (1,352)          -            -               -      (1,352)
                                                   --------     --------    ---------    ------------   ---------

  Operating profit/(loss).......................     (1,330)         265       (1,536)            (5)     (2,606)
                                                   --------     --------    ---------    ------------   ---------
                                                   --------     --------    ---------    ------------   ---------


                                                                          MANAGEMENT
  SIX MONTHS ENDED JUNE 30, 1999                   MOTOR-       STEEL     & CORPORATE
  LIRE M.                                          CYCLES       TUBES      SERVICES     ELIMINATIONS    TOTAL

  Net sales.....................................     41,378       11,853          795              -      54,026

  Cost of sales.................................    (38,446)      (9,977)        (419)             -     (48,842)
                                                   --------     --------    ---------    ------------   ---------

                                                      2,932        1,876          376              -       5,184

  Selling, general and administrative expenses..     (9,454)      (1,411)      (2,455)            (10)   (13,330)

  Research and development......................     (1,551)           -            -               -     (1,551)
                                                   --------     --------    ---------    ------------   ---------

  Operating profit/(loss).......................     (8,073)         465       (2,079)            (10)    (9,697)
                                                   --------     --------    ---------    ------------   ---------
                                                   --------     --------    ---------    ------------   ---------


                                                                          MANAGEMENT
  SIX MONTHS ENDED JUNE 30, 1998                   MOTOR-       STEEL     & CORPORATE
  LIRE M.                                          CYCLES       TUBES      SERVICES     ELIMINATIONS    TOTAL

  Net sales.....................................     47,989       12,425        2,019          (114)      62,319

  Cost of sales.................................    (38,755)     (10,696)      (1,126)             -     (50,577)
                                                   --------     --------    ---------    ------------   ---------

                                                      9,234        1,729          893           (114)     11,742

  Selling, general and administrative expenses..     (7,861)      (1,319)      (3,440)           109     (12,511)

  Research and development......................     (2,226)                                       -      (2,226)
                                                   --------     --------    ---------    ------------   ---------
  Operating profit/(loss).......................       (853)         410       (2,547)            (5)     (2,995)
                                                   --------     --------    ---------    ------------   ---------
                                                   --------     --------    ---------    ------------   ---------
</TABLE>

                                       12
<PAGE>


  TRIDENT ROWAN GROUP, INC.
  Management's Discussion and Analysis of Financial Conditions
  and Results of Operations



  GENERAL

  Since the first quarter of 1998, the Company has focused its energies and
  resources on its Moto Guzzi subsidiary.

  As a result of the merger of Moto Guzzi Corp. into North Atlantic Acquisition
  Corp., which was consummated on March 5, 1999, all of the common stock and
  preferred stock of Moto Guzzi Corp. was exchanged for newly issued shares of
  common stock of North Atlantic. The Company's subsidiary, OAM S.p.A., which
  had owned all of Moto Guzzi Corp.'s common stock before the merger, also
  contributed a Lit. 13,362 million intercompany loan it had made to Moto Guzzi
  Corp. for additional North Atlantic common stock, and holders of Moto Guzzi
  Corp. warrants received additional shares of North Atlantic common stock when
  submitting their warrants for cancellation. The aggregate ownership by the
  former Moto Guzzi Corp. security holders immediately following the merger was
  approximately 75%, while the security holders of North Atlantic retained an
  approximate 25% equity ownership interest in the merged entity, Moto Guzzi
  Corporation. The Company owns approximately 60.1% of Moto Guzzi Corporation
  through its 84.35% owned OAM S.p.A. subsidiary.

  Approximately $8,150,000 (Lit. 14.6 billion) in cash owned by North Atlantic,
  net of expenses of the merger, became available for Moto Guzzi capital needs,
  of which approximately $7 million was used to pay supplier arrearages caused
  by Moto Guzzi's liquidity shortage. The Company has accounted for the
  transaction as a sale of shares in its Moto Guzzi Corp. subsidiary and
  recorded a gain of Lit. 25.8 billion in the income statement in the first
  quarter of 1999 based on such sale. Management believes that this transaction,
  which results in Moto Guzzi being a separately traded public company, will
  enhance Moto Guzzi's ability to raise further capital and that stock option
  incentives to Moto Guzzi management and employees will provide further
  motivation to enhance the value of the Moto Guzzi business.

  The Company continues to seek to realize its non-strategic assets and to
  contain corporate costs. In February 1999, the Company realized a Lit. 6.1
  billion tax receivable and, in April 1999, the Company entered into agreement
  to sell its concession rights over parking spaces in Genoa, Italy, for Lit.
  1.6 billion, which sale was consummated early in July 1999. The Company's
  steel tube business, L.I.T.A., has continued to expand export sales to offset
  falling demand from the domestic (Italian) automobile sector and in the first
  half of 1999 has recorded small increases in margins and operating profits,
  despite the difficulties in its home market. The effects of containing
  corporate overheads have resulted in a decrease in such expenses of 28.6% in
  the first half of 1999 compared to the corresponding period in 1998.

                                       13
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

RESULTS OF OPERATIONS - 3 MONTHS ENDED
JUNE 30, 1999 COMPARED TO JUNE 30, 1998


OPERATING PROFIT/(LOSS)

Analysis of net sales, cost of sales and operating expenses by industry segment
is given in Note 5 to the condensed financial statements at June, 1999.

         MOTORCYCLE SEGMENT - MOTO GUZZI
<TABLE>
<CAPTION>

                                                                       THREE MONTHS ENDED JUNE 30,
                                                                       1999                 1998
                                                                     LIRE M.               LIRE M.

<S>                                                                 <C>       <C>         <C>       <C>
  Net sales ...................................................      23,805    100.0%      22,403    100.0%

  Cost of sales................................................     (20,997)   (88.2%)    (17,833)   (79.6%)
                                                                    --------              --------
                                                                      2,808     11.8%       4,570     20.4%

  Selling, general and administrative expenses ................      (5,533)   (23.2%)     (4,548)   (20.3%)
  Research & product development...............................      (1,085)    (4.6%)     (1,352)    (6.0%)
                                                                    --------              --------

  Operating loss...............................................      (3,810)   (16.0%)     (1,330)    (5.9%)
                                                                    --------              --------
                                                                    --------              --------
</TABLE>

Net sales increased by Lit.1.4 billion or 6.3% from Lit. 22.4 billion to
Lit. 23.8 billion while unit sales increased 19.8% from 1,522 in 1998 to
1,823 in 1999. The average unit sales price fell in 1999 compared to 1998 as
a result of a change in the sales mix. In 1999, sales were predominantly of
the Company's Jackal and Nevada models. The Jackal is a stripped down cruiser
motorcycle with a lower price point and the Nevada is Moto Guzzi's 750cc
"entry level" model. In 1998, the Company sold a larger number of its more
expensive Centauro and fully-equipped California models. The Centauro is no
longer being produced in 1999.

Gross margins decreased from Lit. 4.6 billion or 20.4% in the second quarter of
1998 to Lit. 2.8 billion or 11.8% in the second quarter of 1999. The decrease is
principally due to the sales mix; the Jackal and Nevada models generate lower
margins than the 1998 product mix.

Selling, general and administrative expenses increased by 21.7% to Lit. 5.5
billion in 1999 compared to Lit. 4.5 billion in 1998. Expenses at Moto America
increased by Lit. 402 million, or 78%, reflecting a new management team
installed in April 1999 and expenses related to building and motivating the
sales network. Expenses in Italy and corporate costs increased Lit 549 million,
or 14.7%, reflecting expenses in connection with the launch of the California
Jackal and costs connected with being a public company.

                                       14
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

         STEEL TUBING SEGMENT - L.I.T.A.
<TABLE>
<CAPTION>

                                                                     THREE MONTHS ENDED JUNE 30,
                                                                     ---------------------------
                                                                     1999                  1998
                                                                    LIRE M.               LIRE M.

<S>                                                                <C>      <C>          <C>      <C>
Net sales ...................................................        6,288    100.0%        6,154   100.0%
                                                                    --------              --------
Cost of sales................................................       (5,172)   (82.3%)      (5,087)  (82.7%)
                                                                     1,116     17.7%        1,067    17.3%

Selling, general and administrative expenses ................         (737)   (11.7%)        (802)  (13.0%)
                                                                    --------              --------
Operating profit.............................................          379      6.0%          265     4.3%
                                                                    --------              --------
                                                                    --------              --------
</TABLE>

Net sales increased by 2.2% reflecting increased export sales which more than
offset difficult market conditions in the domestic (Italian) automobile market.

         MANAGEMENT AND CORPORATE SERVICES
<TABLE>

                                                                      THREE MONTHS ENDED JUNE 30,
                                                                      ---------------------------
                                                                      1999                  1998
                                                                     LIRE M.               LIRE M.

<S>                                                                <C>      <C>          <C>       <C>
Net sales ...................................................          372    100.0%          713   100.0%

Cost of sales................................................         (242)   (65.1%)        (571)  (80.1%)
                                                                    --------              --------

                                                                       130     34.9%          142    19.9%

Selling, general and administrative expenses ................       (1,221)  (328.2%)      (1,778) (249.4%)
                                                                    --------              --------
Operating profit/(loss)......................................       (1,091)  (293.3%)      (1,636  (229.5%)
                                                                    --------              --------
                                                                    --------              --------
</TABLE>

Corporate costs and overhead decreased by 31.3% in the 3 months ended June 30,
1999 compared to the same period in 1998 as a result of the Company's focus on
cost reduction in connection with its decision to dedicate its energies and
resources on enhancing the value of its Moto Guzzi business and not to pursue
other opportunities.

INTEREST EXPENSE, INTEREST INCOME AND OTHER INCOME STATEMENT ITEMS

Income statement items below operating profit level are compared below on a
consolidated basis and not by industry segment as their incurrence and
allocation between segments is, in large part, determined by structural
decisions independent of stand-alone operating needs and performance.

         INTEREST  INCOME AND EXPENSE

Interest expense decreased by Lit. 0.2 billion from Lit. 1.4 billion to Lit. 1.2
billion in the three months ended June, 1999 compared to the corresponding 1998
period principally due to lower interest rates in 1999 compared to 1998. The
decrease in interest income in the 1999 compared to 1998 principally results
from decreased liquidity. At the end of June 1998, the Company utilized fixed
interest securities it held to collateralize share repurchase commitments and
other cash, aggregating Lit. 15.9 billion, to satisfy its repurchase
obligations.

                                       15
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

         OTHER INCOME/(EXPENSE), NET

Other income/(expense) in the three months ended June 30, 1999 and 1998 is
principally comprised of exchange gains/(losses).

         AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF SUBSIDIARY

In the three months ended June 30, 1998, a non-cash expense of Lit. 285 million
had been recorded as amortization of preferred stock redemption premium relating
to the Moto Guzzi Corp. preferred stock issued at the end of 1996 and in early
1997. A significant element of the charge resulted from exchange differences as
the contingent redemption obligation was denominated in U.S. dollars. The issued
and outstanding shares of Moto Guzzi Corp. preferred stock were converted into
shares of common stock of North Atlantic upon consummation of the merger with
North Atlantic (see Note 3 to Interim Financial Statements), and the contingent
obligation was accordingly eliminated.


RESULTS OF OPERATIONS - 6 MONTHS ENDED
JUNE 30, 1999 COMPARED TO JUNE 30, 1998

OPERATING PROFIT/(LOSS)

Analysis of net sales, cost of sales and operating expenses by industry segment
is given in Note 5 to the condensed financial statements at June, 1999.

         MOTORCYCLE SEGMENT - MOTO GUZZI
<TABLE>

                                                                     SIX MONTHS ENDED JUNE 30,
                                                                     -------------------------
                                                                    1999                  1998
                                                                   LIRE M.               LIRE M.

<S>                                                               <C>        <C>         <C>       <C>
Net sales ...................................................       41,378    100.0%      47,989    100.0%

Cost of sales................................................      (38,446)   (92.9%)    (38,755)   (80.8%)
                                                                  --------              --------
                                                                     2,932      7.1%       9,234     19.2%
Selling, general and administrative expenses ................       (9,454)   (22.8%)     (7,861)   (16.4%)
Research & product development...............................       (1,551)    (3.7%)     (2,226)    (4.6%)
                                                                  --------              --------
Operating loss...............................................       (8,073)   (19.5%)       (719)    (1.5%)
                                                                  --------              --------
                                                                  --------              --------
</TABLE>

Net sales for the six month period ending June 30, 1999 decreased by Lit. 6.6
billion, or 13.8%, from Lit. 48.0 billion in the corresponding 1998 period to
Lit. 41.4 billion due to 1) changes in the sales mix, as described above; and 2)
the first half of 1998 included Lit. 3.8 billion of net sales relative to an
unusual public administration order. Sales and production through April 1999
were also significantly affected by a disruption in the supply of components due
to liquidity difficulties. Sales units decreased 8.1% from 3,309 units in 1998
to 3,041units in 1999. Excluding the exceptional 1998 public administration
order, sales units would have increased 1.5% in 1999 compared to 1998 and the
decrease in net sales would have been 6.3%.

                                       16
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

Gross margins decreased from Lit.9.2 billion, or 19.2%, in the second quarter of
1998 to Lit. 2.9 billion, or 7.1%, in the second quarter of 1999. The decrease
is principally due to the altered product mix, the exceptional public
administration order in the first quarter of 1998 and the significantly
decreased production levels in the first part of 1999 resulting from the
disruption in the supply of components. The consequence of lower production
levels through April 1999 is that fixed production costs were absorbed over
lower production volumes, reducing gross margin.

Selling, general and administrative expenses increased by 20.3% to Lit. 9.5
billion in 1999 compared to Lit. 7.9 billion in 1998. Expenses at Moto America
increased by Lit. 0.4 billion or 36.6% due to the installation of the new
management team in the second quarter and expenses related to a more aggressive
approach in advertising products and motivating sales. Italy and corporate costs
increased Lit 1.1 billion or 18.5% reflecting expenses in connection with the
launch of the California Jackal and costs connected with being a public company.


         STEEL TUBING SEGMENT - L.I.T.A.
<TABLE>

                                                                      SIX MONTHS ENDED JUNE 30,
                                                                     --------------------------
                                                                     1999                  1998
                                                                    LIRE M.               LIRE M.

<S>                                                               <C>        <C>       <C>        <C>
Net sales ...................................................       11,853    100.0%      12,425    100.0%
Cost of sales................................................       (9,977)   (84.2%)    (10,696)   (86.1%)
                                                                    -------              ---------
                                                                     1,876     15.8%       1,729     13.9%
Selling, general and administrative expenses ................       (1,411)   (11.9%)     (1,319)   (10.6%)
                                                                    -------              ---------
Operating profit.............................................          465      3.9%         410      3.3%
                                                                    -------              ---------
                                                                    -------              ---------
</TABLE>

Net sales decreased by 4.6% reflecting difficult market conditions in the
domestic (Italian) automobile market, offset in part by increased export sales.

         MANAGEMENT AND CORPORATE SERVICES
<TABLE>

                                                                      SIX MONTHS ENDED JUNE 30,
                                                                     --------------------------
                                                                      1999                 1998
                                                                     LIRE M.              LIRE M.

<S>                                                                <C>       <C>          <C>      <C>
Net sales ...................................................          795    100.0%       2,019    100.0%

Cost of sales................................................         (419)   (52.7%)     (1,126)   (55.8%)
                                                                    --------              -------
                                                                       376     47.3%         893     44.2%
Selling, general and administrative expenses ................       (2,445)  (308.8%)     (3,440)  (170.4%)
                                                                    --------              -------
Operating profit/(loss)......................................       (2,079)  (261.5%)     (2,547)  (126.2%)
                                                                    --------              -------
                                                                    --------              -------
</TABLE>


Revenues had benefitted in the 1998 due to a management engagement in connection
with the acquisition of an Italian company by a Swiss acquiror. Corporate costs
and overheads decreased by 28.6% in the 6 months ended June 30, 1999 compared to
the same period in 1998 as a result of the Company's focus on cost reduction in
connection with its decision to dedicate its energies and resources on enhancing
the value of its Moto Guzzi business and not to pursue other opportunities.

                                       17
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

INTEREST EXPENSE, INTEREST INCOME AND OTHER INCOME STATEMENT ITEMS

Income statement items below operating profit level are compared below on a
consolidated basis and not by industry segment as their incurrence and
allocation between segments is, in large part, determined by structural
decisions independent of stand-alone operating needs and performance.

                  INTEREST INCOME AND EXPENSE

Interest expense increased by Lit. 0.2 billion from Lit. 2.6 billion to Lit. 2.4
billion in the six months ended June, 1999 compared to the corresponding 1998
period. This was principally due to decreased indebtedness in the first quarter
of 1998 before the Company drew down a Lit. 10 billion long term credit line.
The effects of this more than offset the benefits of lower interest rates in
1999 compared to 1998. The decrease in interest income in the 1999 compared to
1998 principally results from decreased liquidity. At the end of June 1998, the
Company utilized fixed interest securities it held to collateralize share
repurchase commitments and other cash, aggregating Lit. 15.9 billion, to satisfy
its repurchase obligations.

                  GAIN ON MERGER OF SUBSIDIARY

As a result of the merger of Moto Guzzi into North Atlantic as described in Note
3 to the Interim Financial Statements, TRG recorded a gain of Lit. 25.8 billion
(US$ 14.4 million) in the first quarter of 1999, including the effects of the
exchange of redeemable preferred stock of Moto Guzzi Corp. into common stock of
North Atlantic. Through December 31, 1998, TRG had accounted for the contingent
redemption of such preferred stock and included Lit. 13.1 billion in the balance
sheet at December 31, 1998 to reflect such contingent obligation.

                                       18
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

                  OTHER INCOME, NET

Other income in the six months ended June 30, 1999 and 1998 is principally
comprised of exchange gains.

                  AMORTIZATION OF PREMIUM FOR REDEMPTION OF PREFERRED STOCK OF
                  SUBSIDIARY

In the six months ended June 30, 1998, a non-cash expense of Lit. 1,258 million
had been recorded as amortization of preferred stock redemption premium relating
to the Moto Guzzi Corp. preferred stock issued at the end of 1996 and in early
1997. A significant element of the charge resulted from exchange differences as
the contingent redemption obligation was denominated in U.S. dollars. The issued
and outstanding shares of Moto Guzzi Corp. preferred stock were converted into
shares of common stock of North Atlantic upon consummation of the merger, and
the contingent obligation was accordingly eliminated.


LIQUIDITY AND CAPITAL RESOURCES

                  OPERATIONS AND WORKING CAPITAL

The principal components which determine net cash used by operations of Lit.
13.3 billion compared to net profit of Lit. 13.5 billion are as follows:
<TABLE>
<CAPTION>

<S>                                                                           <C>       <C>
         Net profit........................................................              13.5
         Gain on merger of subsidiary......................................             (25.8)
         Minority interests................................................               0.3
         Depreciation......................................................               2.3
         Other.............................................................               0.7
                                                                                        ------
                                                                                         (9.1)
         Receipt of tax receivable.........................................      6.1
         Trade and related party receivables                                    (8.9)
         Inventories.......................................................     (0.7)
         Accounts payable..................................................      0.1
         Other balances....................................................     (0.8)
                                                                                ------
         Total working capital changes.....................................              (4.2)
                                                                                        ------
                                                                                        (13.3)
                                                                                        ------
                                                                                        ------
</TABLE>

The gain on merger of subsidiary relates to the merger of Moto Guzzi Corp. and
North Atlantic as described above and in Note 3 to the Interim Financial
Statements.

The Company received Lit. 6.1 billion in February 1999 in respect of a tax
receivable acquired in 1995 for Lit. 5.0 billion. The difference reflects
interest, accrued at legal rates, since the receivable was acquired.

The increase in trade and related party receivables (the 25% affiliate exclusive
importer of Moto Guzzi in Germany) principally reflects increased sales in the
second quarter and is a normal seasonal factor. Such increase is partly financed
by advances from banks against such receivables. Increases in inventory are

                                       19
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

principally at Moto Guzzi where increases in component inventories offset
reduced finished goods. The increase in component inventories is principally due
to higher production levels The increase in accounts payable principally
reflects payments to Moto Guzzi's suppliers made from the proceeds of the
merger, as well as payment of merger expenses, offset by higher seasonal levels
of payables, related to increased production in the second quarter.

                  INVESTING ACTIVITY

Expenditure on plant and equipment principally relates to Moto Guzzi.
Expenditure is primarily in respect of the California Jackal model, introduced
in April 1999, and the V-11 Sport model, to be introduced in September 1999.

                  FINANCING ACTIVITIES

The increase in advances from banks of approximately Lit. 6.0 billion is
principally due to financing of increased accounts receivable, as noted above,
at Moto Guzzi. The Lit. 16.0 billion of cash acquired in the merger reflects the
approximately $8.9 million of cash in North Atlantic at the date of merger, of
which approximately Lit. 1.4 billion was applied to pay North Atlantic's merger
expenses. Principal repayments of loans from related parties refer to Lit. 3.0
billion and Lit. 534 million (US$ 300,000) repayments of bridge loans that had
been made in anticipation of the closing of the North Atlantic merger. See Note
4 to the interim financial statements.

FUTURE LIQUIDITY REQUIREMENTS

Moto Guzzi has suffered recurring losses from operations and negative cash flows
during the last three years. The merger with North Atlantic in March 1999 raised
approximately $8 million which, however, is not sufficient to fund its
operations and cash flow needs through 1999. Moto Guzzi is also not in
compliance with certain covenants related to a Lit. 10.0 billion credit facility
which facility has been classified as a current liability in the consolidated
balance sheet. Moto Guzzi is in negotiations with the lender to define revised
terms of this loan. There can be no assurance that such negotiations will
conclude on terms satisfactory to Moto Guzzi.

Excluding any requirement to repay this Lit. 10.0 billion loan facility on
demand, management estimates that Moto Guzzi's financing requirements through
the end of the first quarter of 2000, if it is to continue to make minimum
necessary investments, will be approximately Lit. 10.0 billion to Lit 12.0
billion. A substantial part of this amount will be required before the end of
the third quarter of 1999 to finance working capital in the seasonal liquidity
low point which is expected in August and September. In early August 1999,
certain Moto Guzzi directors and their affiliates paid approximately $1.7
million (Lit. 3.0 billion) to Moto Guzzi in anticipation of their subscription
to an issue of preferred stock of up to US$ 5 million (Lit.9.4 billion),
approved by the Board of Moto Guzzi on July 30, 1999. Moto Guzzi is actively
discussing equity and debt financing options as well as potential business
combinations with a number of parties but there can be no assurance that it will
be able to raise finance on satisfactory terms, or at all, or that any business
combination agreement will be reached or consummated. Any equity financing or
business combination would likely result in the Company owning less than 50% of
the equity securities of Moto Guzzi.

To enable substantial further growth in production and sales, Moto Guzzi's
strategic plan contemplates total investments in research and product
development of some Lit. 50 billion (approximately $28 million) in the five year
period from 1999 through 2003. The plan also contemplates investments of Lit.

                                       20
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

20 billion (approximately $11 million) in production plant and machinery and
information systems. Much of the production machinery at Moto Guzzi's facility
is aged and in need of extensive modification, improvement or replacement. Moto
Guzzi believes that the existing plant at Mandello del Lario, Italy has a
potential production capacity that will be sufficient for its needs for at least
the next three/four years and is not actively seeking any other alternatives at
the present time. Moto Guzzi will have to make significant investments in the
existing plant in order that it can operate competitively. Such required
modernization may result in production interruptions.

The Company expects that, over the next four years, significant further capital
will be required to complete the planned overhaul. While anticipated increases
in sales during the period, if realized, would provide a significant portion of
the needed capital, anticipated internally generated cash and currently
available bank financing, in the aggregate, will not be sufficient to enable
Moto Guzzi to increase production and sales rapidly enough to generate the
remaining needed capital. Moreover, in the four years ended December 31, 1998,
and in the quarter to March 31, 1999, Moto Guzzi has not generated cash from
operations.

The Company is seeking to realize liquidity from certain non-strategic assets in
order to meet its commitments unrelated to Moto Guzzi. At the date of these
financial statements, the Company has sufficient liquidity to meet such other
commitments through available cash and expected further realizations, except for
full and timely repayment of a U.S. $2 million bridge loan provided by Tamarix
Investors LDC in October 1998 which became due in accordance with its terms on
March 5, 1999. In May 1999, the Company repaid the Lit. 3.0 billion bridge loan
provided by Dr. Giovanni Bulgari, a former affiliate of Tamarix, and negotiated
an extension of the US$ 2 million Tamarix bridge loan until June 30, 1999.

Available cash and expected realization of TRG's non-strategic assets are not
expected to be sufficient to provide the financial support required by Moto
Guzzi Corporation. If revised terms of existing financing as well as additional
financing are not obtained in timely fashion, the Moto Guzzi creditors may look
to the Company to satisfy these obligations. As the Company does not have the
resources available to finance its consolidated obligations, there is
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.

POTENTIAL EFFECTS OF THE YEAR 2000 ON THE COMPANY'S BUSINESS

Many older computer systems and electronic devices are based on software systems
which, because of how dates are stored and manipulated, assume that all years
occur only in the 20th century. Consequently, after December 31, 1999, such
devices may not function correctly. The Company, like many other businesses and
individuals, is potentially subject to adverse consequences arising both from
the incorrect functioning of any systems used in its own business such as
accounting, production control, inventory and automated equipment and also from
the incorrect functioning of systems of suppliers, customers, utilities, banks
and financial institutions and others with whom it interacts in the normal
course of its business.

The following discussion of the effect of the Year 2000 on the Company's systems
is based on management's best estimates, which were derived using numerous
assumptions of future events, including the continuing availability of basic
utilities and other resources, the availability of trained personnel at
reasonable cost, and the ability of third parties to cure noncompliant software
and hardware.

                                       21
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

There can be no guarantee that these assumptions will prove accurate, and
accordingly the actual results may materially differ from those anticipated.

In analyzing its exposure to operational interruption resulting from the advent
of January 1, 2000, management of the Company segmented its data processing
systems into three segments: Production Planning and Logistics; Accounting; and
Production Equipment.

PRODUCTION PLANNING AND LOGISTICS

Moto Guzzi has completed its assessment of all data processing devices involved
in production planning and logistics and has concluded that these systems are
Year 2000 compliant.


ACCOUNTING

The Company's operations do not have unique or custom-tailored requirements for
their accounting systems. Nonetheless, their accounting systems are not
currently Year 2000 compliant. In connection partly with routine system upgrade
and maintenance, and partly accelerated upgrade related to the Year 2000
problem, all of Moto Guzzi's accounting systems will be upgraded during the
summer of 1999 to Year 2000 compliant status. Appropriate vendors have already
been secured for this purpose.

PRODUCTION EQUIPMENT

Moto Guzzi believes it has identified all of the items of production machinery
and related equipment which are critical to uninterrupted operations, and, in
December, 1998 began to conduct a comprehensive inventory of all such items
which incorporate electronic devices, or which process dates in their ordinary
operation, to determine whether such operations will be affected by the Year
2000 problem. Moto Guzzi is engaged in analyzing those systems and is preparing
an action plan to enable it to complete any required upgrade or workaround by
year-end.

CUSTOMER OR SUPPLIER COMPLIANCE

The Company does not engage in material electronic data interchange with any of
its customers or component suppliers. An electronic interface is maintained with
one of Moto Guzzi's financial institutions. The Company's motorcycle dealers are
not believed to be heavily dependent upon computer systems other than in
connection with their accounting systems.

Moto Guzzi has not yet completed polling its suppliers and customers to
determine their own state of Year 2000 compliance, a process which it expects to
complete during the third quarter of 1999, and will at that time evaluate the
level of exposure Moto Guzzi faces should it be determined that Year 2000
compliance has not been achieved, and does not seem to be timely capable of
achievement.

CONTINGENCY PLANNING

Moto Guzzi has not established a contingency plan to deal with the advent of
January 1, 2000 without its own systems having been rendered Year 2000
compliant, because management does not believe that Moto Guzzi faces a material
risk that such an event is likely to occur, or, if it occurs, will result in
significant interruption in its operations. Moto Guzzi has not yet established a
contingency plan in the event a critical service or component supplier or
customer will not achieve Year 2000 compliance. Moto

                                       22
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

Guzzi will reassess the need to establish such a contingency plan if, following
its assessment of its customer and suppliers, it appears that one or more
critical customers or suppliers will have to curtail business with Moto Guzzi
because of that customer or supplier's own Year 2000 exposure. Nevertheless,
Moto Guzzi assumes that if a supplier, whether of utility services, such as
electricity, or of components, cannot provide it with written assurance of
compliance, that compliance will not be achieved. If, in the reasonably
possible, if unlikely, event that critical services are affected, such as
utilities, telecommunications or banking or if components are unavailable and
cannot be obtained from other sources which are compliant, Moto Guzzi will have
to curtail its operations.

TOTAL COST TO ACHIEVE YEAR 2000 COMPLIANCE

Moto Guzzi has, to date, spent an inconsequential amount directly attributable
to Year 2000 compliance, exclusive of routine personnel expenses. Moto Guzzi
does not expect that the aggregate cost for Moto Guzzi to achieve Year 2000
compliance will exceed approximately Lit. 500 million ($302,000), an amount
which is not considered material to Moto Guzzi's operations. Because so many
factors are beyond the control of Moto Guzzi, however, there can be no assurance
that these costs will not be exceeded. In the worst case scenario where
essential services are lost or critical components are no longer supplied, Moto
Guzzi will curtail its operations, in which event, the loss of revenues will
greatly exceed Year 2000 remediation expenses.

POTENTIAL EFFECTS OF THE EUROPEAN COMMON CURRENCY ON THE COMPANY'S BUSINESS

The Company's businesses are substantially located and operate in Italy. On
January 1, 1999, Italy was admitted as one of 11 European countries in the new
European common currency, the Euro.

The European Common Currency is expected to have significant effects on the
Company's business. Among many potential economic factors, the common currency
is expected to increase competition within the common currency zone. Because the
adoption of the Euro will require competitive businesses located in different
participating countries to price their products in a single currency, the
historical ability of such companies to increase or reduce prices without
affecting operating results in their home countries' currencies will be largely
eliminated.

The uniform currency will also likely result in the establishment of new
Euro-based pricing points, e.g., Euro 9,999 or Euro 19,999. These new pricing
points may differ from the current prices charged for such products, which could
be advantageous or disadvantageous to a company, depending upon whether the
Euro-based price point is higher or lower than the prices charged before the
adoption of the uniform currency. Moto Guzzi will have to re-evaluate its
pricing policies and model specifications to most competitively deal with the
new pricing points.


Moto Guzzi also expects that the introduction of the Euro will increase
consolidation within industries and industry sectors, as currency translation
risks and competitive opportunities diminish within the common currency zone.
National regulatory barriers are also likely to fall as participating countries
harmonize their rules to promote intra-member commerce and cross-border
information exchange.

The combination of pricing transparency and consolidation is likely to increase
competition within the common currency zone generally. To the extent that
competitors of Moto Guzzi participate in the expected consolidation, Moto Guzzi
may in the future face competitors which are even larger and better capitalized
than the competitors it faces now.


                                       23
<PAGE>

TRIDENT ROWAN GROUP, INC.
Management's Discussion and Analysis of Financial Conditions
and Results of Operations

Additionally, interest rates are likely to stabilize across the common currency
zone. Interest rates in Italy have fallen since 1997, partly in anticipation and
response to the Euro introduction.

Moto Guzzi has not yet fully evaluated the ramifications of the adoption of the
uniform currency because national European currencies continue to function as
more dominant benchmarks for pricing and commercial transactions with customers
and suppliers in the first months of the phasing in of the Euro. Adoption of the
Euro is expected to take place over a two year transition phase in which both
the Lira and the Euro are valid currencies for business transaction in Italy.

Moto Guzzi also makes significant export sales outside the proposed common
currency zone and the prices of certain commodities used in its manufacturing
processes may be affected by the value of the Euro. The implementation of the
Euro within the common currency zone could have unanticipated consequences on
the economics of participant countries which could affect demand for the
company's products.

Adoption of the Euro is expected to take place over a two year transition phase
in which initially both the Lira and the Euro would be valid currencies for
business transactions in Italy.

The European Common Currency could have a significant effect on Moto Guzzi's
accounting systems which could require significant modification or replacement.
Management believes that Moto Guzzi's businesses do not have unique or
custom-tailored requirements for accounting systems and that it could rapidly
and inexpensively change to "off-the-shelf" systems at an appropriate time if
existing systems prove not to be adequate. The Company is not able to evaluate
these matters or the effects on international financial and payment systems with
which it interacts at the present time. The Company will address these issues
during the current year and in 2000 as further guidelines and information become
available. Adoption of the Euro would also lead to the Company reporting its
results in that currency instead of the Italian Lira from some point in the
future, yet to be defined.


PORTIONS OF THIS REPORT CONTAIN CERTAIN "FORWARD LOOKING" STATEMENTS WHICH
INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER
SIGNIFICANTLY FROM THE RESULTS DISCUSSED IN THE FORWARD LOOKING STATEMENTS.
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO,
MARKET ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES, CHANGES IN CURRENCY
EXCHANGE RATES, LACK OF ADEQUATE CAPITAL TO MAINTAIN OPERATIONS, OTHER FACTORS
DISCUSSED IN THE REPORT AS WELL AS FACTORS DISCUSSED IN OTHER FILINGS MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE, AND THEREFORE, THERE
CAN BE NO ASSURANCE THAT THE FORWARD LOOKING STATEMENTS INCLUDED HEREIN WILL
PROVE TO BE ACCURATE.

                                       24
<PAGE>




                           PART II - OTHER INFORMATION
                           ---------------------------
                           ---------------------------


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

                  EXHIBIT NO.       DESCRIPTION

                      3.2           Amended and Restated By-Laws


                      27            Financial Data Schedule

                                       25
<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 thereunto duly authorized.


                                    TRIDENT ROWAN GROUP, INC.


  Dated: August 19, 1999            By: /s/ Howard E. Chase
                                       -----------------------------------------
                                       Howard E. Chase,
                                       Principal Financial Officer


  Dated: August 19, 1999            By: /s/ Mark S. Hauser
                                       -----------------------------------------
                                       Mark S. Hauser
                                       President and Chief Executive Officer