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

                                    FORM 10-Q

(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES  AND
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2000

[ ] TRANSACTION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE  SECURITIES AND
EXCHANGE ACT OF 1934

For the transition period from ______________  to  ________________

                       Commission file number - 000-22813

                             MOTO GUZZI CORPORATION
             (Exact name of registrant as specified in its charter)


          Delaware                                        13-3853272
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                    299 Park Avenue, New York, New York 10022
               (Address of principal executive offices - Zip code)

Registrant's telephone number, including area code:  (212) 644-4441
--------------------------------------------------------------------------------

Former name, former address and former fiscal year, if changed since last
report.

                       445 Park Avenue, New York, NY 10022

Indicate by checkmark  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____   No X

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by checkmark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the  Securities  Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.

                                Yes ____  No ____


<PAGE>


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,  par value $.01 per share,  5,999,092  shares  outstanding  as of
August 29, 2000.



<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

Part I - Financial Information



<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2000
<TABLE>
<CAPTION>

                                                                         June 30        June 30         Dec. 31
                                                                          2000            2000            1999
ASSETS                                                                   US$'000         Lit. m          Lit. m

<S>                                                                        <C>            <C>             <C>
Cash and cash equivalents                                                  1,198 Lit.     2,430 Lit.      2,391
Receivables                                                               15,328         31,086          28,433

  Trade, less allowance of  Lit. 2,245 (1999 - Lit. 2,350)                10,402         21,096          19,189
  Receivables from related parties                                         3,254          6,600           6,846
  Other receivables                                                        1,672          3,390           2,398

Inventories                                                               17,187         34,856          34,451

  Raw materials, components and work-in-process                            9,117         18,489          20,073
  Finished products                                                        8,071         16,367          14,378

Prepaid expenses                                                             201            408             266

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

TOTAL CURRENT ASSETS                                                      33,914         68,780          65,541

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

Property, plant and equipment                                              6,308         12,792          14,638

  At cost                                                                 22,136         44,892          44,713
  Less allowances for depreciation                                      (15,828)       (32,100)        (30,075)

Goodwill net of amortization of Lit. 236
  (1999 - Lit. 208)                                                           13             26              54
Investments in and advances to MGI Motorcycle GmbH                         1,016          2,060             491
Other assets                                                                 210            424             344

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

TOTAL ASSETS                                                              41,461 Lit.    84,082  Lit.    81,068

                                                                     ============    ===========     ===========

Note:....The  balance  sheet as at December  31, 1999 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 Financial Statements

</TABLE>

<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2000

<TABLE>
<CAPTION>

                                                                          June 30        June 30         Dec. 31
                                                                           2000            2000            1999
LIABILITIES                                                               US$'000         Lit. m          Lit. m

<S>                                                                  <C>                 <C>             <C>
Advances from banks                                                  $    12,173 Lit.    24,686 Lit.     29,957
Current portion of long-term debt                                          5,210         10,565          11,496
Loans due to related parties                                                   -              -           3,254
Accounts payable                                                          13,724         27,832          32,212
Amounts due to related and affiliated parties                                171            346              80
Accrued expenses and other payables                                        5,316         10,778           6,904

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

TOTAL CURRENT LIABILITIES                                                 36,594         74,207          83,903

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

Long-term debt, less current portion                                         767          1,557           2,027

Termination indemnities                                                    3,922          7,955           7,973

Advances for redeemable preferred stock subscription                           -              -           2,405

Redeemable preferred stock                                                12,297         24,940               -

SHAREHOLDERS' DEFICIT                                                   (12,119)       (24,577)        (15,240)

Convertible preferred stock, par value $0.01 per share:
  Authorized 4,750,000 shares;
  123,500 out of 160,000 Series B shares outstanding                           1              2               -

Common stock, par value $0.01 per share:
  Authorised 20,250,000 shares;
  5,599,092 (1999 - 5,589,092) shares outstanding                             49            100             100

Additional paid-in capital                                                19,837         40,229          39,834
Accumulated other comprehensive income                                      (329)          (668)            133
Accumulated deficit                                                      (31,677)       (64,240)        (55,307)

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

LIABILITIES & SHAREHOLDERS' DEFICIT                                 $     41,461 Lit.    84,082  Lit.    81,068

                                                                     ============    ===========     ===========

</TABLE>

Note:....The  balance  sheet as at December  31, 1999 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 Financial Statements



<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months to June 30, 2000 and 1999

<TABLE>
<CAPTION>

                                                                         June 30        June 30         June 30
                                                                          2000            2000            1999
                                                                        US $'000        Lire m.         Lire m.

<S>                                                                 <C>                  <C>             <C>
Net sales                                                           $     15,246 Lit.    30,918  Lit.    23,805

Cost of sales                                                            (13,927)       (28,244)        (20,997)

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

                                                                           1,319          2,674           2,808

Selling, general and administrative expenses                              (2,709)        (5,493)         (5,533)
Research and development                                                    (220)          (447)         (1,085)
Share of losses of affiliated companies                                     (156)          (316)               -

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

Operating loss                                                            (1,766)        (3,582)         (3,810)

Interest expense                                                            (359)          (728)         (1,221)
Other income, net                                                            (48)           (98)            (37)

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

Loss before income taxes                                                  (2,173)        (4,830)         (5,068)

Income taxes                                                                (208)          (422)            (34)

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

Net loss                                                                  (2,381)        (3,494)         (5,102)

Preferred stock dividends                                                   (217)          (441)               -

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

Loss attributable to common shareholders                            $     (2,598) Lit.   (5,271) Lit.    (5,102)

                                                                     ============    ===========     ===========


LOSS PER SHARE:                                                             US $           Lire            Lire

Basic ...                                                           $      (0.46) Lit.     (941) Lit.      (928)

                                                                     ============    ===========     ===========

Diluted .                                                           $      (0.46) Lit.     (941) Lit.      (928)

                                                                     ============    ===========     ===========

Weighted average number of common shares
  outstanding during the period

Basic ...                                                              5,599,092      5,599,092       5,496,000

                                                                     ============    ===========     ===========

Diluted .                                                              5,698,858      5,698,858       5,603,791

                                                                     ============    ===========     ===========

</TABLE>

                 See Notes to Consolidated Financial Statements


<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Six Months to June 30, 2000 and 1999

<TABLE>
<CAPTION>

                                                                         June 30        June 30         June 30
                                                                          2000            2000            1999
                                                                        US $'000        Lire m.         Lire m.

<S>                                                                 <C>                  <C>             <C>
Net sales                                                           $     25,145         50,994          41,378

Cost of sales                                                            (22,925)       (46,491)        (38,446)

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

                                                                           2,220          4,503           2,932

Selling, general and administrative expenses                              (4,616)        (9,362)         (9,454)
Research and development                                                    (385)          (780)         (1,551)
Share of losses of affiliated companies                                     (156)          (316)              -

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

Operating loss                                                            (2,937)        (5,955)         (8,073)

Interest expense                                                            (957)        (1,940)         (2,285)
Other income, net                                                             42             85              25

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

Loss before income taxes                                                  (3,852)        (7,810)        (10,333)

Income taxes                                                                (253)          (514)            (66)

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

Net loss                                                                  (4,105)        (8,324)        (10,399)

Preferred stock dividends                                                   (300)          (609)               -

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

Loss attributable to common shareholders                            $     (4,405)        (8,933)        (10,399)

                                                                     ============    ===========     ===========


LOSS PER SHARE:                                                             US $           Lire            Lire

Basic ...                                                           $      (0.79) Lit.   (1,597) Lit.    (2,193)

                                                                     ============    ===========     ===========

Diluted .                                                           $      (0.79) Lit.   (1,597) Lit.    (2,193)

                                                                     ============    ===========     ===========

Weighted average number of common shares
  outstanding during the period

Basic ...                                                              5,594,202      5,594,202       4,741,409

                                                                     ============    ===========     ===========

Diluted .                                                              5,693,968      5,693,968       4,901,065

                                                                     ============    ===========     ===========

</TABLE>

                 See Notes to Consolidated Financial Statements




<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED  CONSOLIDATED  STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
AND COMPREHENSIVE INCOME/(LOSS)

June 30, 2000
<TABLE>
<CAPTION>

                                                                Common Stock        Class B Preferred
                                                                                          Stock            Additional
                                                                                                           Paid-In
                                                             Shares     Amount     Shares      Amount      Capital
                                                            ---------- ---------- ---------- ----------- ------------
<S>        <C>                                              <C>              <C>        <C>         <C>       <C>
At January 1, 2000                                  Lit.m   5,589,092        100        -           -         39,834
Net loss.                                                           -          -        -           -            -
Translation adjustment                                              -          -        -           -            -
Issuance of Series B Preferred Stock                                -          -    123,500          2        23,980
Reclassification for redemption of preferred stock                  -          -        -           -        (23,982)

Accretion expense for preferred stock
 redemption and related exchange movements                          -          -        -           -              -
Issuance of shares for MGI purchase                            10,000          -        -           -             91
Amortization of non-cash finance charges                            -          -        -           -            306
                                                            ---------- ---------- ---------- ----------- ------------
At June 30, 2000                                    Lit.m   5,599,092        100    123,500           2       40,229
                                                            ========== ========== ========== =========== ============

At June 30, 2000                                    $'000                     49                      1       19,837
                                                                       ==========            =========== ============

</TABLE>

<TABLE>
<CAPTION>



                                                       Accumulated
                                                          Other                      SHARE-
                                                      Comprehensive   Accumulated    HOLDERS      Comprehensive
                                                          Income        Deficit      EQUITY       Income/(Loss)
                                                   ---------------- ------------- ------------ ----------------
<S>        <C>                                                 <C>      <C>          <C>                    <C>
At January 1, 2000                                  Lit.m      133      (55,307)     (15,240)               0
Net loss.                                                      -         (8,933)      (8,933)          (8,933)
Translation adjustment                                         157           -           157              157
Issuance of Series B Preferred Stock                           -             -        23,982               -
Reclassification for redemption of preferred stock              -             -      (23,982)              -

Accretion expense for preferred stock
 redemption and related exchange movements                   (958)           -          (958)            (958)
Issuance of shares for MGI purchase                            -             -            91               -
Amortization of non-cash finance charges                       -             -          (306)              -
                                                   ---------------- ------------- ------------
At June 30, 2000                                    Lit.m    (668)      (64,240)     (24,577)          (9,734)
                                                   ================ ============= ============

At June 30, 2000                                    $'000    (329)      (31,677)     (12,119)          (4,800)
                                                   ================ ============= ============

                  See Notes to Consolidated Financial Statement

</TABLE>

<PAGE>



MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

June 30, 2000 and 1999

<TABLE>
<CAPTION>


                                                          June 31        June 30         June 30
                                                           2000            2000            1999
                                                          US$'000         Lit. m          Lit. m

<S>                                                  <C>                  <C>            <C>
Net loss                                             $     (4,405) Lit.   (8,933)  Lit.  (10,399)
Adjustments to reconcile net loss to net
 cash used by operating activities:
 Depreciation and amortization                              1,089          2,208           1,907
 Gain(loss) on sales of operating assets                       (6)           (13)              2
 Share of losses of affilliates                               156            316               -
 Termination indemnities, net                                  (9)           (18)            244
 Amortization of warrant issued for finance expense           151            306               -
 Other operating activities                                   147            298            (297)
Changes in operating assets and liabilities:
 Trade and other receivables                               (1,314)        (2,665)         (6,524)
 Related party receivables                                   (394)          (800)         (1,819)
 Inventories                                                  (18)           (37)         (1,540)
 Prepaid expenses                                             (67)          (135)           (191)
 Accounts payable and accrued expenses                       (332)          (673)           (221)
 Related party payables                                        11             23          (1,174)

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

Net cash used by operating activities                      (4,991)       (10,123)        (20,012)

                                                      ------------    -----------     -----------
Investing activities:
 Investment in MGI Motorcycle GmbH                           (542)        (1,099)              -
 Purchases of property, plant and equipment                  (226)          (458)         (1,591)

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

Net cash used by investing activities                        (768)        (1,557)         (1,591)

                                                      ------------    -----------     -----------
Financing activities
(Decrease)/Increase in advances from banks                 (2,632)        (5,338)          7,018
 Proceeds from merger with NAAC                                 -              -          16,006
 Proceeds from issuance of preferred stock                  9,038         18,329               -
 Principal payments of long-term debt                       (658)        (1,335)           (859)

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

Net cash provided by financing activities                   5,748         11,656          22,165

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

Increase/(decrease) in cash                                   (11)           (24)            562
Exchange movement on opening cash                              31             63              28

Cash, beginning of period                                   1,178          2,391             217

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

Cash, end of period                                  $      1,198 Lit.     2,430 Lit.        807

                                                      ============    ===========     ===========

</TABLE>


<PAGE>



Supplemental information on non-cash activities

Advances to the Company in an  aggregate  amount of $1.25  million  (Lit.  2,479
million at the then  prevailing  exchange  rate) by  Wheatley  Partners,  LP and
Wheatley Foreign Partners, LP (each of which is an affiliate of Barry Fingerhut,
a Director of the  Company) and William  Spier,  a director of the Company and a
US$ 1.6 million (Lit. 3,174 million) loan due to OAM, respectively, were applied
to subscribe to the Series B preferred stock on February 25, 2000 - See Notes to
financial statements.

The Company  also issued  10,000  shares with a fair value of Lit. 91 million in
connection  with its purchase of the 75% of MGI Motorcycle  GmbH that it did not
already  own and Lit.  794  million of  receivables  have been  reclassified  as
"Investments and advances to MGI Motorcycle GmbH".



<PAGE>




MOTO GUZZI CORPORATION AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2000


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 Form 10-K, dated April 26, 2000.
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 and six months ended June 30, 2000 are not  necessarily  indicative of
the operating results for the full year.

The Company was originally  incorporated in Delaware on August 9, 1995 under the
name of North  Atlantic  Acquisition  Corp.  to serve as a  vehicle  to effect a
merger,   exchange  of  capital  stock,  asset  acquisition  or  other  business
combination  with  an  operating  business.  On  August  27,  1997  the  Company
consummated an initial public  offering  consisting of 800,000 Units and 150,000
shares of Class B Common Stock,  with each Unit consisting of one share of Class
A Common Stock and one warrant to purchase shares of Class A Common Stock, which
resulted in net proceeds to the Company of approximately $8,000,000.

On August 18, 1998, the Company and TRG entered into a definitive  agreement and
plan of merger and reorganization, as amended (the "Merger Agreement"), pursuant
to which Moto Guzzi Corp. merged with and into the Company,  with the Company as
the  surviving  corporation  (the  "Merger").  Prior to the Merger,  TRG and its
majority-owned subsidiary,  OAM, together owned all the outstanding common stock
of Moto Guzzi Corp.

The  Merger,  which  occurred  on  March  5,  1999,  was  treated  as a  reverse
acquisition  of the Company.  The results of operations  and cash flows prior to
the date of the merger  are those of Moto  Guzzi  Corp.  As the  Company  had no
operating  activities  prior to the Merger,  the Merger was not  considered as a
business  combination as defined by APB16 and no pro forma information is shown.
Following the Merger,  the Company  adopted the December 31 financial  reporting
year of Moto  Guzzi  Corp.  and  financial  statements  are  prepared  using the
accounting principles of Moto Guzzi Corp.

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 2,028 to U.S. $1, the  approximate  exchange rate at June 30, 2000.
It should not be construed  that the assets and  liabilities,  expressed in U.S.
dollar equivalents,  can actually be realized in or extinguished by U.S. dollars
at that or any other rate.



<PAGE>



2........Execution  and  Delivery  of  Share  Purchase  Agreement;   Stockholder
Approval of the Sale of our operating subsidiaries and the change of our name

     Preliminary  Share  Sale and  Purchase  Agreement  and  Special  Meeting of
     Stockholders

On April 14,  2000,  we  entered  into a  Preliminary  Share  Sale and  Purchase
Agreement  (the "Share  Purchase  Agreement")  with Aprilia  S.p.a.  ("Aprilia")
providing for the sale to Aprilia of our four operating  subsidiaries:  (i) Moto
Guzzi,  S.p.A.,  (ii) MGI Motorcycle  GmbH, (iii) Moto Guzzi North America Inc.,
and (iv) Moto Guzzi France S.a.r.l.  (the  "Subsidiaries") for Lit. 71.5 billion
(approximately   $35.2   million)   plus  or  minus  the  amount  by  which  the
subsidiaries'  net worth at April 30, 2000 is more or less than its net worth at
December 31,  1999,  subject to the approval of the holders of a majority of our
outstanding Class A common stock.

Under the Share  Purchase  Agreement we also agreed that  beginning May 2, 2000,
Aprilia would oversee the  management  of the four  subsidiaries.  To facilitate
this,  we put two Aprilia  designees  on the board of  directors  of each of the
subsidiaries  beginning May 2, 2000. During the period Aprilia is overseeing the
operations of the subsidiaries,  it must cause the subsidiaries to conduct their
operations in the ordinary course.

On August 3, 2000 we and Aprilia entered into a Side Letter dated August 2, 2000
which  supplements  and amends the Share  Purchase  Agreement and provides among
other things as follows:

     o    that the net worth of our subsidiaries at April 30, 2000 is minus Lit.
          6,000,000,   that  the  difference   between  the  net  worth  of  our
          subsidiaries  as  shown  in the  Interim  Financial  Statements  dated
          December 31, 1999 and the Management Date Financial  Statements  dated
          April 30, 2000 is plus Lit. 7,993,000,000, and that in accordance with
          article 3.6 of the Share Purchase Agreement Aprilia shall pay into the
          Escrow Account Lit. 7,993,000,000;

     o    that with  respect  to costs to be  incurred  in  connection  with the
          recall of certain  batches of motorcycles to replace  certain of their
          components if, at completion of the recall campaigns, the cost sustain
          less any  reimbursement  received  from  insurance  companies and Moto
          Guzzi suppliers is lower than Lit. 1,824,000,000,  then the difference
          between  the cost  sustained  and Lit.  1.824.000.000  will be paid by
          Aprilia to us;

     o    that the amount of shareholders' loans at the Management Date was Lit.
          2,074,000,000,  which  amounts shall be paid to us at the closing date
          in accordance with article 3.4.2 (iv) of the Share Purchase Agreement;

     o    with respect to the Escrow  Agreement,  at the closing date the Escrow
          Amount  shall be  reduced to Lit  9,375,000,000  and the amount of the
          first  tranche of the Escrow Fund  indicated in article 5.1 (a) of the
          Escrow Agreement is Lit. 7,000,000,000;

     o    as soon as  practicable  after the  Closing  Date and before  December
          31st,  2000 we and Aprilia will discuss in good faith the  possibility
          of an early release to us of the first  tranche of the Escrow  Amount,
          net of the amount of any claims agreed to at that time;

     o    immediately  after the Closing  Date Aprilia will cause Moto Guzzi SpA
          to fully  co-operate  in our efforts to obtain tax  amnesties  and tax
          clearance  certificates from the fiscal  authorities,  at our expense,
          and  should  such   certificates  be  obtained  we  and  Aprilia  will
          immediately  discuss in good faith an early  release of a  substantial
          part of the second tranche of the Escrow Amount;

     o    that we and Aprilia  would use all efforts to cause the closing of the
          sale of the  Subsidiaries to occur on or before August 31st, 2000, and
          in any case the closing  shall take place before  September  15, 2000,
          thereby modifying the original August 31st deadline for the closing.


On July 22,  2000 our  Proxy  Statement  dated  July 20,  2000  relating  to the
proposed  sale of our  operating  subsidiaries  and the  change  of our name was
mailed to all of our Class A  stockholders  of record as of July 18,  2000,  the
record date for the special  meeting of stockholders to consider such proposals.
On August 11, 2000 at 10:00 a.m. New York time,  at 200 Park  Avenue,  New York,
New York,  the  offices of  Clifford  Chance  Rogers & Wells LLP,  we called the
special  meeting of  stockholders  to order.  At the special  meeting  4,399,784
shares  of  Class A  common  stock  were  represented  in  person  or by  proxy,
representing 73.34% of our issued and outstanding shares of Class A common stock
on the record date, thereby  constituting a quorum. The following proposals were
presented to our stockholders at the special meeting: (i) a proposal to sell our
four operating  subsidiaries pursuant to the Share Purchase Agreement,  dated as
of April  14,  2000,  with  Aprilia  S.p.A;  and (ii) a  proposal  to amend  our
Certificate of Incorporation to change our name to "Centerpoint Corporation".

At the special  meeting,  the holders of 4,399,774  shares of our Class A common
stock  (representing  73.33% of shares of record) voted in favor of the proposal
to sell our four  operating  subsidiaries  to Aprilia  SpA,  and the  holders of
4,397,314 shares of our Class A common stock  (representing 73.31 % of shares of
record)  voted in favor  of the  proposal  to  change  our name to  "Centerpoint
Corporation", thereby approving the proposals.

No holders of shares of Class A common stock voted  against the proposal to sell
our four  operating  subsidiaries  to Aprilia SpA, and the holders of ten shares
abstained with respect to the proposal.

The holders of 2,400 shares of Class A common  stock voted  against the proposal
to change the Company's name to Centerpoint Corporation and no holders of shares
abstained from voting with respect to the proposal.

A closing with respect to the sale of the  subsidiaries  has been  scheduled for
September 6, 2000.

Agreement with OAM and Trident Rowan to hold a Meeting of Stockholders within 90
days of the  closing of the sale of our  operating  subsidiaries  to  consider a
proposal to liquidate our assets and dissolve the Company

In connection  with the execution and delivery of the Share  Purchase  Agreement
described  above we agreed with OAM and Trident  Rowan by letter dated April 14,
2000 (as amended), that we will, as promptly as practicable after the closing of
the  sale of the  operating  subsidiaries,  but in no event  later  than 90 days
following the closing,  hold a meeting of stockholders to consider and vote upon
a proposal to liquidate all our assets and dissolve the Company.  All holders of
Class A  common  stock  will  have an  opportunity  to vote on such a  proposal.
However,  because OAM owns 58% of the Class A common  stock,  it can approve the
liquidation even if no other stockholders vote in favor of it.  Conversely,  the
liquidation  will not be approved  unless OAM votes in favor of it. Although OAM
and Trident Rowan insisted that we agree to submit a liquidation proposal to our
stockholders,  OAM is not  committed  to vote its shares of Class A common stock
for the liquidation  proposal.  It is also possible that OAM, Trident and we may
amend the April 14th letter to modify or remove the  requirement  that we hold a
stockholder meeting to consider and vote upon a liquidation proposal.

OAM has advised us that they have not, at this time,  decided how they will vote
with respect to a liquidation proposal.

Following  the  closing  of the sale we intend to seek to find one or more other
companies in which to invest proceeds from the sale. If we do so, we may propose
the  acquisition  of, or an investment  in,  another  company or companies as an
alternative  to  liquidation  at any  stockholder  meeting  called to consider a
liquidation proposal.




<PAGE>



3.       Issuance of Series B Preferred Stock

On February  25,  2000,  the  Company  issued  123,500  shares of a new Series B
Preferred  Stock to Fineco,  and  affiliates  of Fineco,  TRG, OAM, the majority
stockholder  of the  Company,  and  Wheatley  Partners LP and  Wheatley  Foreign
Partners LP (each of which is an affiliate of Barry Fingerhut, a director of the
Company) and William  Spier,  a director of the Company,  for $100 per share (an
aggregate  price of  $12,350,000).  Fineco and its affiliates  purchased  60,000
shares and TRG purchased 35,000 shares, for cash. Wheatley Partners LP, Wheatley
Foreign  Partners  LP and  Mr.  Spier  received  a total  of  12,500  shares  in
satisfaction  of advances they had made to the Company in August 1999 and 16,000
shares were issued to OAM in partial  satisfaction  of outstanding  loans due to
it.

The holders of the Series B Preferred Stock are entitled to receive dividends at
the rate of $7 per share per year before any  dividends  may be paid with regard
to the Class A Common Stock,  and to receive  distribution  of $100 per share in
liquidation of the Company before any  liquidation  distributions  are made with
regard to the Class A Common Stock. The Company is required to redeem the Series
B Preferred  Stock for $100 per share plus  accrued  dividends  on December  28,
2001. Holders of Series B Preferred Stock do not have voting rights, except that
they must  approve  issuance  of  securities  which  would  affect  the Series B
Preferred Stock and the incurrence of debt,  other than  refinancing of existing
debt  or  lines  of  credit  used  by the  Company  to  finance  its  day-to-day
operations.

Each share of Series B Preferred Stock is convertible  into Class A Common Stock
at a conversion  price of $5.00,  based upon the  liquidation  preference of the
Series B Preferred Stock ($100, plus accrued dividends, per share), meaning each
share of Series B Preferred Stock is convertible into approximately 20 shares of
Class A Common Stock.

There are several events which,  among other things,  will reduce the conversion
price of our Series B preferred  stock from $5 per share of Class A common stock
(20 shares of Class A common  stock for each share of Series B preferred  stock)
to $2 per share (50  shares of Class A common  stock for each  share of Series B
preferred  stock)  and will  require  us  immediately  to  redeem  the  Series B
preferred stock for $100 per share,  plus accrued and unpaid  dividends.  One of
these events is stockholder  approval of a sale of all or substantially  all our
assets.  Because the sale to Aprilia will be a sale of substantially  all of our
assets,  our  stockholders'  approval  of the sale on August 11, 2000 would have
reduced the conversion  price of the Series B preferred  stock and require us to
redeem it. We have agreed with the Series B preferred  stockholders that we will
redeem the Series B preferred  stock on September  30, 2000 and they have agreed
not to convert their Series B stock if we redeem the stock by this date.

If,  for any  reason,  we do not close the sale of our  subsidiaries  to Aprilia
S.p.A.  before  September 30, 2000, we may not be able to prevent  conversion of
the Series B preferred  stock at the reduced rate. If all the Series B preferred
stock were converted  into Class A common stock at the reduced rate,  that would
more than double the  outstanding  Class A common stock and would dilute the per
share  interest of the existing Class A common  stockholders  in the proceeds of
the sale of our  subsidiaries  by  approximately  50%  (even  though we would be
retaining the $12.35 million of those proceeds which we would  otherwise have to
use to redeem the Series B preferred stock).

If,  for any  reason,  we do not close the sale of our  subsidiaries  to Aprilia
S.p.A.  before  September 30, 2000, we may have to redeem our Series B preferred
stock shortly, and in any event we have to redeem it by December 31, 2001. Among
the events which would require us to redeem our Series B preferred  stock before
December 31, 2001 (and would reduce the  conversion  price to $2 per share) is a
default by us or our subsidiaries in obligations totaling more than $250,000. It
is possible that our  subsidiaries'  current or future  delinquencies  in paying
their  trade  debt  would  be  such a  default.  We are  also  in  violation  of
requirements  in  our  Lit.  10  billion  (approximately  $5.0  million)  credit
agreement with Centrobanca  S.p.A.  that we meet various  financial ratio tests.
Indeed, it is possible that,  because of delinquent trade debt and violations of
our credit agreement with  Centrobanca,  we were required to redeem our Series B
preferred stock when it was issued.  However,  we have obtained  acknowledgement
from Fineco,  S.A.,  the holder of  approximately  48% of the Series B preferred
stock that delinquent trade debt and certain  violations of our credit agreement
with  Centrobanca  S.p.A.  existing when we issued the Series B shares is not an
event that  required  us to redeem the Series B  preferred  stock or reduced its
conversion price).  Nonetheless,  if Centrobanca were to declare our obligations
under that credit  agreement to be due, we probably  would be required to redeem
the  Series B  preferred  stock.  If we became  required  to redeem the Series B
preferred stock, but did not sell our subsidiaries,  we would not have the funds
with which to meet that  requirement.  If the  holders of the Series B preferred
stock were to convert  their  shares  into Class A common  stock at the  reduced
conversion  price,  the  existing  holders of Class A common  stock would suffer
substantial dilution of their interest in the Company.

The Company  received Lit.  18,329  million in cash,  net of Lit. 516 million of
expenses  in  respect  of the  issue of the  Series B  Preferred  Stock and also
recorded  Lit.  2,479  million  in  respect of the  William  Spier and  Wheatley
advances and Lit.  3,174  million in respect of the OAM loan for a total of Lit.
23,982 million.

If the Sale is not  consummated,  the Company  believes  that lack of liquidity,
particularly following a seasonal liquidity low-point expected at the end of the
third quarter, would likely mean that it would be in default of the terms of the
preferred  stock  before the end of the year. A failure to  consummate  the Sale
would also likely cause the Company's lenders,  including  Centrobanca (See Note
5), to review the  Company's  credit  lines  which could  result in  Centrobanca
declaring us to be in default under our credit  agreement  with them and require
us to redeem the Series B preferred stock.

Upon issuance,  the Company reclassified the Series B preferred stock outside of
shareholders  equity and has booked accretion  expense in the three months ended
June 30, 2000 of Lit. 958 million in respect of amortization of costs (estimated
based on redeeming the preferred stock at the then estimated  earliest  possible
date of July 31, 2000) and  exchange  differences  which arise as the  Company's
obligation is denominated in U.S. Dollars.

In connection with issuance of the Series B preferred  stock, the Company agreed
to issue 300,000  shares of Class A common stock to TRG for a purchase  price of
$.01 per share, in consideration of Trident Rowan's  participation in the Series
B financing and their successful efforts to get Fineco,  S.p.A. to subscribe for
Series B shares. These 300,000 shares were issued in July 2000.

Additionally,  in connection  with Fineco's  purchase of the Series B shares the
Company paid a commission of $180,000 to Andrea delle Valle,  a director of TRG,
and paid $80,000 to Investec Ernst,  where Mark Segall, a director of TRG, is an
executive officer.





<PAGE>



4.       Purchase of outstanding securities of MGI Motorcycle GmbH

In March 1999,  the Company  acquired  for DM 100,000 in cash (Lit.  99 million)
plus 10,000  shares of its common stock with an estimated  fair value of Lit. 91
million,  the 75% of the  outstanding  securities of MGI Motorcycle GmbH ("MGI")
which  it did not  already  own.  The  Company  had  previously  acquired  a 25%
shareholding  in 1996  when MGI  Motorcycle  GmbH was  formed  as the  exclusive
importer of Moto Guzzi  motorcycles in Germany,  replacing the former  exclusive
importer for Germany.  The Company also made a cash infusion of DM 900,000 (Lit.
891 million) into MGI in March 2000.  Further trade and other  balances due from
MGI of Lit. 794 million were also  converted  into  long-term  advances so as to
give MGI the capital base required to expand operations in Germany.

MGI Motorcycle  GmbH has not been  consolidated as at June 30, 2000 and is shown
in the balance sheet at cost less the Company's share of losses through June 30,
2000. The effects of the acquisition,  net of elimination of sales and purchases
by the Company to MGI, were not material to the Company.



<PAGE>



5.       Liquidity and going concern

The Company has suffered  recurring  losses from  operations  and negative  cash
flows during the last three years. As described above, on February 25, 2000, the
Company raised $9.2 million net (Lit. 18.3 billion at such date) by way of issue
of Series B preferred stock.

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. The Company  disclosed this matter
to the  lender  at the end of 1998.  The  lender  has not  declared  the loan in
default and  negotiations  with the lender to define  revised terms of this loan
have not been concluded.  There can be no assurance that such  negotiations will
conclude on terms satisfactory to the Company.

Arrears of payment to suppliers,  which reached approximately Lit. 15 billion in
January 2000, prior to the above financing,  have also affected component supply
and  production  in the first  quarter of 2000 and thus  limited  the  Company's
ability to  generate  cash from  operations.  The  financing  raised in February
enabled the Company to significantly reduce arrears to suppliers and is expected
to enable  the  Company  to  operate at least  through  September  2000.  Due to
seasonal factors and continuing  losses, the Company may again have difficulties
in meeting  current  payables to suppliers  after  August  2000,  if it does not
obtain  further  financing or if, for any reason,  the sale of the  Subsidiaries
described in Note 2 is not consummated.  There can be no assurance that the sale
of the  Subsidiaries  will  occur  or that  the  Company  will be able to  raise
alternative  finance on  satisfactory  terms, or at all.  Accordingly,  there is
substantial  doubt about the Company's  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.



<PAGE>



6.       Accumulated Other Comprehensive Income

In 1997, the Financial  Accounting Standards Board (the "FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 130,  "Reporting  Comprehensive
Income", which establishes standards for reporting  comprehensive income and its
components in annual and interim  financial  statements.  In the Company's  case
comprehensive  income  includes  net  income,  translation  difference  from the
conversion of balance sheets of non-Italian  entities and accretion  expense and
related exchange differences related to the potential redemption of its Series B
preferred stock. The Company has chosen to disclose  comprehensive income in the
Consolidated Statements of Stockholders' Equity.

Changes in  components  of  accumulated  other  comprehensive  income in the six
months to June 30, 2000 are as follows.

                                                Accretion          Accumulated
                            Cumulative         expense and            other
                            translation      related exchange     comprehensive
                            difference          movements            income
                           ---------------    ---------------    ---------------

Balance January 1, 2000               133                  -                133

Movement for period                   157              (958)              (801)

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

Balance June 30, 2000                 290              (958)              (668)

                           ===============    ===============    ===============



<PAGE>




MOTO GUZZI CORPORATION AND SUBSIDIARIES

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Significant  material events with respect to the Company that impact the Company
and  the  discussion  set  forth  below  is  subject  to  and  qualified  by the
information  set forth  below in the Notes to the Interim  Financial  Statements
under Note 2 - Execution and Delivery of Share  Purchase  Agreement and Note 3 -
Issuance of Series B Preferred Stock.

Results of Operations for the 3 Months Ended June 30, 2000 compared to 1999
<TABLE>
<CAPTION>


                                                            Jun. 30              Jun. 30
                                                             2000                  1999
                                                             Lit.m                Lit.m

<S>                                                            <C>        <C>       <C>        <C>
Net sales                                                      30,918     100.0%    23,805     100.0%

Cost of sales                                                (28,444)    (91.4%)  (20,997)    (88.2%)

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

                                                                2,674       8.6%     2,808      11.8%

Selling, general and administrative expenses                  (5,493)    (17.8%)   (5,533)    (23.2%)
Research & development                                          (447)     (1.4%)   (1,085)     (4.6%)
Share of losses of affiliate companies                          (316)     (1.0%)         -

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

                                                              (3,582)    (11.6%)   (3,810)    (16.0%)

Interest expense                                                (728)     (2.4%)   (1,221)     (5.1%)
Other expense, net                                               (98)     (0.3%)      (37)     (0.2%)

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

Loss before income taxes                                      (4,408)    (14.3%)   (5,068)    (21.3%)

Income tax expense                                              (422)     (1.4%)      (34)     (0.1%)

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

Net loss                                                      (4,830)    (15.6%)   (5,102)    (21.4%)

Preferred Stock dividends                                       (441)     (1.4%)         -          -

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

Net loss attributable to common stockholders                  (5,271)    (17.0%)   (5,102)    (21.4%)

                                                          ============          ===========

</TABLE>

Net sales for the three months ended June 30, 2000 increased by Lit. 7.1 billion
or 29.9% to Lit. 30.9 billion from Lit. 23.8 billion for the comparative  period
in 1999,  principally  due to a more  favorable  sales mix and to an increase of
9.8% in unit sales to 2,001 in 2000 from 1,823 in 1999. The favorable  effect of
sales mix was principally  derived from sales of the Company's V-11 Sport model,
which was  introduced  in Europe in  September  1999 and in the U.S. in February
2000.

Gross  margins  decreased  to Lit.  2.7  billion  or 8.6% in 2000 from Lit.  2.8
billion  or 11.8% in 1999.  The  decrease  is  principally  due to a lit.  1,800
million charge for product recall costs which more than offset the benefits from
price  increases  of 3-6%  made  from  the  beginning  of 2000  and to the  more
favorable product mix and to increased volumes.

Selling,  general and administrative  expenses were  substantially  unchanged in
2000 compared to 1999.  Expenses at Moto Guzzi North  America Inc.  increased by
Lit. 0.4 billion or 49.9% due to expense related to a more  aggressive  approach
in advertising products and motivating sales. This offset decreases in Italy and
corporate costs of Lit 0.5 billion or 11.8%  reflecting  reduced  administrative
personnel and a strict control of costs.

Research and development  expenditure  was limited to Lit. 0.4 billion.  Aprilia
SpA, who assumed management of the operating  subsidiaries from May 2, 2000 have
been evaluating  product plans and expenditure on existing  projects was limited
in the period.

Interest expense  decreased from Lit. 1.2 billion in 1999 to Lit. 0.7 billion in
2000  principally  due to the  absence of a Lit.  0.3 billion non cash charge in
1999 for  amortization of a warrant to purchase shares issued in 1999 in respect
of ongoing parent company financing and to lower cash interest from lower levels
of advances from banks in 2000 compared to 1999.

As a result of the above  factors,  net loss for the three months ended June 30,
2000  increased  to Lit.  5.3 billion for  compared to Lit.  5.1 billion for the
three months ended June 30, 1999.

Results of Operations for the 6 Months Ended June 30, 2000 compared to 1999

<TABLE>
<CAPTION>


                                                            Jun. 30              Jun. 30
                                                             2000                  1999
                                                             Lit.m                Lit.m

<S>                                                            <C>        <C>       <C>        <C>
Net sales                                                      50,994     100.0%    41,378     100.0%

Cost of sales                                                (46,491)    (91.2%)  (38,446)    (92.9%)

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

                                                                4,503       8.8%     2,932       7.1%

Selling, general and administrative expenses                  (9,362)    (18.4%)   (9,454)    (22.8%)
Research & development                                          (780)     (1.5%)   (1,551)     (3.7%)
Share of losses of affiliate companies                          (316)     (0.6%)         -          -

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

                                                              (5,955)    (11.7%)   (8,073)    (19.5%)

Interest expense                                              (1,940)     (3.8%)   (2,285)     (5.5%)
Other income, net                                                  85       0.2%        25       0.1%

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

Loss before income taxes                                      (7,810)    (15.3%)  (10,333)    (25.0%)

Income tax expense                                              (514)     (1.0%)      (66)     (0.2%)

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

Net loss                                                      (8,324)    (16.3%)  (10,399)    (25.1%)

Preferred Stock dividends                                       (609)     (1.2%)         -          -

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

Net loss attributable to common stockholders                  (8,933)    (17.5%)  (10,399)    (25.1%)

                                                          ============          ===========

</TABLE>

Net sales for the six months  ended June 30, 2000  increased by Lit. 196 billion
or 23.2% to Lit. 51.0 billion from Lit. 41.4 billion for the comparative  period
in 1999,  principally  due to a more  favorable  sales mix and to an increase of
8.3% in unit sales to 3,292 in 2000 from 3,041 in 1999. The favorable  effect of
sales mix was principally  derived from sales of the Company's V-11 Sport model,
which was  introduced  in Europe in  September  1999 and in the U.S. in February
2000.

Gross  margins  increased  to Lit.  4.5  billion  or 8.8% in 2000 from Lit.  2.9
billion or 7.1% in 1999.  The decrease is  principally  due to the benefits from
price  increases  of 3-6%  made  from  the  beginning  of 2000  and to the  more
favorable  product mix and to  increased  volumes  which more than offset a Lit.
1,800 million charge made in the second quarter for product recall. Without this
recall charge, margins in the six months to June 30, 2000 would have been 12.4%.

Selling,  general  and  administrative  expenses  were  slightly  lower  in 2000
compared to 1999.  Expenses at Moto Guzzi North  America Inc.  increased by Lit.
0.9  billion or 61.1% due to expense  related to a more  aggressive  approach in
advertising  products and motivating  sales.  This offset decreases in Italy and
corporate costs of Lit 1.1 billion or 15.3%  reflecting  reduced  administrative
personnel and a strict control of costs.

Research and development  expenditure  was limited to Lit. 0.8 billion.  Aprilia
SpA, who assumed management of the operating  subsidiaries from May 2, 2000 have
been evaluating  product plans and expenditure on existing  projects was limited
prior to this date due to financial constraints.

Interest expense  decreased from Lit. 2.3 billion in 1999 to Lit. 1.9 billion in
2000  principally  due to the  absence of a Lit.  0.3 billion non cash charge in
1999 for  amortization of a warrant to purchase shares issued in 1999 in respect
of ongoing parent company financing and to lower cash interest from lower levels
of advances from banks in 2000 compared to 1999.

As a result of the above  factors,  net loss for the six  months  ended June 30,
2000  decreased  to Lit. 8.9 billion  compared to Lit.  10.4 billion for the six
months ended June 30, 1999.

Liquidity and Financial Resources

Operations

Cash outflows from  operations in the six months to June 30, 2000 were Lit. 10.1
billion  compared  to Lit.  20.0  billion in 1999  period.  These cash  outflows
related to losses from  operations,  adjusted  for non-cash  items,  of Lit. 5.8
billion and working  capital  movements  contributed  a net  negative  Lit.  4.3
billion.  The most  significant  working  capital  movement was Lit. 3.4 billion
increase in trade  receivables due to increased  sales in 2000.  Trade and other
payables decreased Lit. 0.7 billion reflecting different trends in the first two
quarters: In the first quarter,  payables decreased as the Company applied funds
received from the issuance of Series B preferred  stock to pay supplier  arrears
and restore component supply; and in the second quarter trade and other payables
increased  due to  improved  supplier  credit as well as accrual of Lit..  1,800
million for product recall costs.

Investment activities

The  investment in MGI  Motorcycle  GmbH "MGI"  reflects the  acquisition of the
outstanding  75% of this Company and a  contemporaneous  capital  injection made
into MGI.

Capital expenditures  principally related to maintenance and replacement capital
expenditures.  Capital  expenditure had been curtailed due to the Company's lack
of liquidity.

Financing Activities

The decrease in advances from banks  principally  reflects  reduced  recourse to
advances  against trade  receivables and reduction of some overdraft  facilities
funded by the proceeds of the issuance of Series B preferred stock.

Cash from the Issuance of Series B Preferred Stock of Lit. 18.3 billion reflects
the  approximately  U.S.  $ 9.2  million of cash  raised,  net of  expenses,  as
described in Note 3 to the Interim financial statements.

Future Liquidity Needs

The  discussion  set forth below is subject to and qualified by the  information
set out in Note 2 to the Interim Financial Statements "Execution and Delivery of
Share Purchase Agreement".

If the Company were to implement its strategic  plan to  substantially  increase
production and sales, it would be required to make total investments in research
and product  development of some Lit. 50 billion  (approximately $25 million) in
the five  year  period  from  2000  through  2004.  The plan  also  contemplates
investments of Lit. 20 billion  (approximately  $10 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 the
Company  to  increase  production  and  sales  rapidly  enough to  generate  the
remaining needed capital. Moreover, in 2000 and in the five years ended December
31, 1999, Moto Guzzi has not generated cash from operations.

In  February  1998 Moto Guzzi  obtained  a Lit.  10,000  million 10 year  credit
facility,  drawn down in April 1998, with principal  repayments  commencing from
the third year. The terms of the loan included  covenants  relating to the share
capital and equity  (according to local Italian  accounting  principles) of Moto
Guzzi S.p.A as at  December  31,  1998.  Due to the losses in 1998 and delays in
closing the merger,  Moto Guzzi is not in compliance with these  covenants,  the
consequence of which is that the lender can request  immediate  repayment of the
loan.  The loan is classified as a current  liability in the balance sheet as at
December  31,  1999  and  1998.  The  Company  has  advised  the  lender  of the
non-compliance. No assurance can be given that negotiations with the lender will
successfully conclude on terms satisfactory to the Company.

In August,  1999, certain directors and their affiliates  advanced $1.25 million
(approximately  Lit. 2.3 billion) to meet working  capital  obligations  at such
date. The Company has experienced  cash flow shortages in September 1999 through
February 2000 and had accumulated  arrearages to suppliers of approximately Lit.
15.0  billion by February  2000.  This amount  includes  approximately  Lit. 5.0
billion of  supplier  payments  for which the  company  habitually  has  enjoyed
extended  credit  terms  beyond  due  payment  dates,  but for  which no  formal
arrangements for such extended credit terms exist. As described in Note 3 to the
Interim  Financial  Statements,  the Company  raised  $9.2  million  (Lit.  18.3
billion) in February 2000 to enable it to maintain operations.

As described in Note 2 to the Interim Financial Statements, on April 14, 200 the
Company entered into a Share Purchase Agreement under which, if consummated,  it
will sell all of its operating  subsidiaries  to Aprilia S.p.A.  The Company has
satisfied  the  material  conditions  in the  agreement  including  approval  of
shareholders and closing is expected in early September,  though there can be no
assurance that the sale will be consummated.  If it fails to be consummated such
failure is likely to have a material adverse effect on the Company. Accordingly,
there is  substantial  doubt about the Company's  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 European Common Currency on the Company's Business

The Company's  business is  substantially  located in and operates in Italy.  On
January  1, 1999,  Italy was  admitted  as one of 11  European  countries  in to
participate in the adoption of the new European common currency, the Euro.

The Euro is  expected to have  significant  effects on the  Company's  business.
Among many potential economic factors,  the proposed 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 country's currency 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
pricing policies and model  specifications to most  competitively  deal with the
new pricing points.  The Company will have to re-evaluate  its pricing  policies
and model specifications to most competitively deal with the new pricing points.

The  Company  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 the  Company  participate  in the  expected  consolidation,  the
Company  may in the future  face  competitors  which are even  larger and better
capitalized than the competitors it faces now.

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

The Company has not yet fully  evaluated the  ramifications  of the Euro 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 taking place
over a two-year  transition  phase in which both the Lire and the Euro are valid
currencies for business transaction in Italy.

The Company also makes significant export sales outside the 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 economies of
participant countries which could affect demand for the Company's products.

The European  Common  Currency could have a significant  effect on the Company's
accounting systems which could require significant  modification or replacement.
Management  believes  that  the  Company'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 in
the  current  year and in 2001 as  further  guidelines  and  information  become
available.  Adoption  of the Euro will also lead to the  Company  reporting  its
results in that currency  instead of the Italian Lire from the fiscal year ended
December 31, 2002, and thereafter.



<PAGE>



Part II - Other Information

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders



Item 5.  Other Information

SUBSEQUENT EVENTS

     Preliminary  Share  Sale and  Purchase  Agreement  and  Special  Meeting of
     Stockholders



On April 14,  2000,  we  entered  into a  Preliminary  Share  Sale and  Purchase
Agreement  (the "Share  Purchase  Agreement")  with Aprilia  S.p.a.  ("Aprilia")
providing for the sale to Aprilia of our four operating  subsidiaries:  (i) Moto
Guzzi,  S.p.A.,  (ii) MGI Motorcycle  GmbH, (iii) Moto Guzzi North America Inc.,
and (iv) Moto Guzzi France S.a.r.l.  (the  "Subsidiaries") for Lit. 71.5 billion
(approximately   $35.2   million)   plus  or  minus  the  amount  by  which  the
subsidiaries'  net worth at April 30, 2000 is more or less than its net worth at
December 31,  1999,  subject to the approval of the holders of a majority of our
outstanding Class A common stock.


On August 3, 2000 we and Aprilia entered into a Side Letter dated August 2, 2000
which  supplements  and amends the Share  Purchase  Agreement and provides among
other things as follows:

     o    that the net worth of our subsidiaries at April 30, 2000 is minus Lit.
          6,000,000,   that  the  difference   between  the  net  worth  of  our
          subsidiaries  as  shown  in the  Interim  Financial  Statements  dated
          December 31, 1999 and the Management Date Financial  Statements  dated
          April 30, 2000 is plus Lit. 7,993,000,000, and that in accordance with
          article 3.6 of the Share Purchase Agreement Aprilia shall pay into the
          Escrow Account Lit. 7,993,000,000;

     o    that with  respect  to costs to be  incurred  in  connection  with the
          recall of certain  batches of motorcycles to replace  certain of their
          components if, at completion of the recall campaigns, the cost sustain
          less any  reimbursement  received  from  insurance  companies and Moto
          Guzzi suppliers is lower than Lit. 1,824,000,000,  then the difference
          between  the cost  sustained  and Lit.  1.824.000.000  will be paid by
          Aprilia to us;

     o    that the amount of shareholders' loans at the Management Date was Lit.
          2,074,000,000,  which  amounts shall be paid to us at the closing date
          in accordance with article 3.4.2 (iv) of the Share Purchase Agreement;

     o    with respect to the Escrow  Agreement,  at the closing date the Escrow
          Amount  shall be  reduced to Lit  9,375,000,000  and the amount of the
          first  tranche of the Escrow Fund  indicated in article 5.1 (a) of the
          Escrow Agreement is Lit. 7,000,000,000;

     o    as soon as  practicable  after the  Closing  Date and before  December
          31st,  2000 we and Aprilia will discuss in good faith the  possibility
          of an early release to us of the first  tranche of the Escrow  Amount,
          net of the amount of any claims agreed to at that time;

     o    immediately  after the Closing  Date Aprilia will cause Moto Guzzi SpA
          to fully  co-operate  in our efforts to obtain tax  amnesties  and tax
          clearance  certificates from the fiscal  authorities,  at our expense,
          and  should  such   certificates  be  obtained  we  and  Aprilia  will
          immediately  discuss in good faith an early  release of a  substantial
          part of the second tranche of the Escrow Amount;

     o    that we and Aprilia  would use all efforts to cause the closing of the
          sale of the  Subsidiaries to occur on or before August 31st, 2000, and
          in any case the closing  shall take place before  September  15, 2000,
          thereby modifying the original August 31st deadline for the closing.


On July 22,  2000 our  Proxy  Statement  dated  July 20,  2000  relating  to the
proposed  sale of our  operating  subsidiaries  and the  change  of our name was
mailed to all of our Class A  stockholders  of record as of July 18,  2000,  the
record date for the special  meeting of stockholders to consider such proposals.
On August 11, 2000 at 10:00 a.m. New York time,  at 200 Park  Avenue,  New York,
New York,  the  offices of  Clifford  Chance  Rogers & Wells LLP,  we called the
special  meeting of  stockholders  to order.  At the special  meeting  4,399,784
shares  of  Class A  common  stock  were  represented  in  person  or by  proxy,
representing 73.34% of our issued and outstanding shares of Class A common stock
on the record date, thereby  constituting a quorum. The following proposals were
presented to our stockholders at the special meeting: (i) a proposal to sell our
four operating  subsidiaries pursuant to the Share Purchase Agreement,  dated as
of April  14,  2000,  with  Aprilia  S.p.A;  and (ii) a  proposal  to amend  our
Certificate of Incorporation to change our name to "Centerpoint Corporation".

At the special  meeting,  the holders of 4,399,774  shares of our Class A common
stock  (representing  73.33% of shares of record) voted in favor of the proposal
to sell our four  operating  subsidiaries  to Aprilia  SpA,  and the  holders of
4,397,314 shares of our Class A common stock  (representing 73.31 % of shares of
record)  voted in favor  of the  proposal  to  change  our name to  "Centerpoint
Corporation", thereby approving the proposals.

No holders of shares of Class A common stock voted  against the proposal to sell
our four  operating  subsidiaries  to Aprilia SpA, and the holders of ten shares
abstained with respect to the proposal.

The holders of 2,400 shares of Class A common  stock voted  against the proposal
to change the Company's name to Centerpoint Corporation and no holders of shares
abstained from voting with respect to the proposal.

A closing with respect to the sale of the  subsidiaries  has been  scheduled for
September 6, 2000.

Agreement with OAM and Trident Rowan to hold a Meeting of Stockholders within 90
days of the  closing of the sale of our  operating  subsidiaries  to  consider a
proposal to liquidate our assets and dissolve the Company

In connection  with the execution and delivery of the Share  Purchase  Agreement
described  above we agreed with OAM and Trident  Rowan by letter dated April 14,
2000 (as amended), that we will, as promptly as practicable after the closing of
the  sale of the  operating  subsidiaries,  but in no event  later  than 90 days
following the closing,  hold a meeting of stockholders to consider and vote upon
a proposal to liquidate all our assets and dissolve the Company.  All holders of
Class A  common  stock  will  have an  opportunity  to vote on such a  proposal.
However,  because OAM owns 58% of the Class A common  stock,  it can approve the
liquidation even if no other stockholders vote in favor of it.  Conversely,  the
liquidation  will not be approved  unless OAM votes in favor of it. Although OAM
and Trident Rowan insisted that we agree to submit a liquidation proposal to our
stockholders,  OAM is not  committed  to vote its shares of Class A common stock
for the liquidation  proposal.  It is also possible that OAM, Trident and we may
amend the April 14th letter to modify or remove the  requirement  that we hold a
stockholder meeting to consider and vote upon a liquidation proposal.

OAM has advised us that they have not, at this time,  decided how they will vote
with respect to a liquidation proposal.

Following  the  closing  of the sale we intend to seek to find one or more other
companies in which to invest proceeds from the sale. If we do so, we may propose
the  acquisition  of, or an investment  in,  another  company or companies as an
alternative  to  liquidation  at any  stockholder  meeting  called to consider a
liquidation proposal.




Item 6.  Exhibits and Reports on Form 8-K





<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.



                                                           OTO GUZZI CORPORATION


         August 30, 2000                               /s/ Mark S. Hauser
                                                       --------------------
                                                         Mark S. Hauser
                                                         Executive Chairman


         August 30, 2000                               /s/ Nick Speyer
                                                       --------------------
                                                         Nick Speyer
                                                         Chief Financial officer


<PAGE>


                             FINANCIAL DATA SCHEDULE



This  schedule  contains  summary  financial   information  extracted  from  the
unaudited  financial  statements  dated June 30,  2000 and is  qualified  in its
entirety by reference to such financial statements.


PERIOD TYPE                                                         6-MOS
 FISCAL YEAR END                                              DEC-31-1000
 PERIOD END                                                   JUN-30-1999
 CASH                                                          1,198,000
 SECURITIES                                                            0
 RECEIVABLES                                                  16,487,000
 ALLOWANCES                                                    1,159,000
 INVENTORY                                                    17,187,000
 CURRENT ASSETS                                               33,914,000
 PP&E                                                         22,136,000
 DEPRECIATION                                                 15,828,000
 TOTAL ASSETS                                                 41,461,000
 CURRENT LIABILITIES                                          36,594,000
 BONDS                                                           767,000
 PREFERRED MANDATORY                                          12,297,000
 PREFERRED                                                             0
 COMMON                                                           49,000
 OTHER SHAREHOLDERS EQUITY                                  (12,168,000)
 TOTAL LIABILITY AND EQUITY                                   41,461,000
 SALES                                                        25,145,000
 TOTAL REVENUES                                               25,145,000
 CGS                                                          22,925,000
 TOTAL COSTS                                                   5,001,000
 OTHER EXPENSES                                                 (42,000)
 LOSS PROVISION
 INTEREST EXPENSE                                                957,000
 INCOME (LOSS) PRETAX                                        (3,852,000)
 INCOME TAX                                                      253,000
 INCOME (LOSS) CONTINUING                                    (4,105,000)
 DISCONTINUED                                                          0
 EXTRAORDINARY                                                         0
 CHANGES                                                               0
 NET INCOME (LOSS)                                           (4,105,000)
 EPS PRIMARY                                                      (0.79)
 EPS DILUTED                                                      (0.79)

* Dollar amounts are based on conversion  rate of 2,028 Lire to the Dollar which
prevailed on June 30, 2000

<PAGE>



                                TABLE OF CONTENTS

Part I - Financial Information.................................................3

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS................................4

ASSETS   4

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS................................5

LIABILITIES....................................................................5

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS................................6

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS................................7

COMPREHENSIVE INCOME/(LOSS)....................................................8

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW.......................9

1.       Basis of Presentation................................................11

2.       Execution and Delivery of Share Purchase Agreement...................12

3.       Issuance of Series B Preferred Stock.................................14

4.       Purchase of outstanding securities of MGI Motorcycle GmbH............17

5.       Liquidity and going concern..........................................18

6.       Accumulated Other Comprehensive Income...............................19

Management's  Discussion and Analysis of Financial Condition
    and Results of Operations.................................................20
Liquidity and Financial Resources.............................................22

Operations....................................................................22

Investment activities.........................................................22

Financing Activities..........................................................22

Future Liquidity Needs........................................................22

Potential Effects of the European Common Currency on the Company's Business...23

Part II - Other Information...................................................25

Item 1.  Legal Proceedings....................................................25

Item 2.  Changes in Securities................................................25

Item 3.  Defaults Upon Senior Securities......................................25

Item 4.  Submission of Matters to a Vote of Security Holders..................25

Item 5.  Other Information....................................................25

Item 6.  Exhibits and Reports on Form 8-K.....................................25

SIGNATURES....................................................................26