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 September 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 CENTERPOINT CORPORATION ----------------------- (Exact name of registrant as specified in its charter) Delaware 13-3853272 ----------------------------------------------- -------------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 299 PARK AVENUE, 16th FLOOR, NEW YORK, NEW YORK 10167 ----------------------------------------- (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. MOTO GUZZI CORPORATION 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 X No ---- ------ 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 ---- ------ 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 November 20, 2000. 2 TABLE OF CONTENTS PAGE Part I - Financial Information.................................................3 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS................................4 ASSETS.........................................................................4 LIABILITIES....................................................................4 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS................................5 Nine Months to September 30, 2000 and 1999.....................................6 COMPREHENSIVE INCOME/(LOSS)....................................................7 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW.......................8 1. Basis of Presentation................................................10 2. Discontinued motorcycle operations...................................12 3. Execution and Delivery of Share Purchase Agreement...................13 4. Issuance of Series B Preferred Stock.................................15 5. Accumulated Other Comprehensive Income...............................16 5. Earnings/loss from continuing operations per share...................16 Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................................18 Liquidity and Financial Resources.............................................19 Part II - Other Information.................................................20 Item 1. Legal Proceedings....................................................20 Item 2. Changes in Securities................................................20 Item 3. Defaults Upon Senior Securities......................................20 Item 4. Submission of Matters to a Vote of Security Holders..................20 Item 5. Other Information....................................................20 SIGNATURES....................................................................21 CENTERPOINT CORPORATION (MOTO GUZZI CORPORATION THROUGH SEPTEMBER 19, 2000) Part I - Financial Information 3 CENTERPOINT CORPORATION (MOTO GUZZI CORPORATION THROUGH SEPTEMBER 19, 2000) UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000

~~June~~SEPT. 30 ~~June~~SEPT. 30 ~~Dec~~DEC. 31 2000 2000 1999 ~~ASSETS~~ US$'000 ~~Lit~~LIT. mM ~~Lit~~LIT. mM ~~Cash~~ASSETS ~~and~~CASH ~~cash~~AND ~~equivalents~~CASH 1EQUIVALENTS $ 14,~~198~~713 ~~Lit~~LIT. 232,~~430~~221 ~~Lit~~LIT. ~~2,391~~3 ~~Receivables~~MARKETBALE 15SECURITIES 12,~~328~~784 3127,~~086~~998 28- RECEIVABLES 3,~~433~~196 ~~Trade~~7,000 ~~less~~196 ~~allowance~~RECEIVABLES ofFROM ~~Lit.~~RELATED ~~2,245~~PARTIES ~~(1999~~- - ~~Lit.~~196 ~~2,350)~~ESCROW ~~10,402~~RECEIVABLE 213,~~096~~196 197,~~189~~000 ~~Receivables~~- ~~from~~PREPAID ~~related~~EXPENSES ~~parties~~100 ~~3,254~~220 ~~6,600~~128 ~~6,846~~--------- ~~Other~~--------- ~~receivables~~---------- ~~1,672~~TOTAL 3CURRENT ASSETS 30,~~390~~793 267,~~398~~439 ~~Inventories~~327 ~~17,187~~--------- ~~34,856~~--------- ~~34,451~~---------- ~~Raw~~ESCROW ~~materials~~RECEIVABLE IN 2007 1,084 ~~components~~2,375 ~~and~~- ~~work~~-in-~~process~~------- ~~9,117~~--------- 18---------- TOTAL ASSETS $ 31,~~489~~877 20LIT. 69,~~073~~814 ~~Finished~~LIT. ~~products~~327 8========= ========= ========== LIABILITIES ACCOUNTS PAYABLE 458 1,~~071~~005 16898 AMOUNTS DUE TO RELATED AND AFFILIATED PARTIES 253 556 80 PAYABLE FOR REDEMPTION OF SERIES B PREFERRED STOCK 12,~~367~~350 1427,~~378~~044 ~~Prepaid~~- ~~expenses~~ACCRUED ~~201~~EXPENSES ~~408~~AND ~~266~~OTHER PAYABLES 880 1,930 252 ---------~~---~~ ----------- ----------- TOTAL CURRENT ~~ASSETS~~LIABILITIES 3313,~~914~~941 6830,~~780~~535 651,~~541~~230 ---------~~---~~ ----------- ----------- ~~Property,~~NET ~~plant~~LIABILITIES ~~and~~OF ~~equipment~~DISCONTINUED ~~6,308~~OPERATIONS ~~12,792~~- 14- 11,~~638~~932 AtADVANCES ~~cost~~FOR ~~22,136~~REDEEMABLE ~~44,892~~PREFERRED ~~44,713~~STOCK ~~Less~~SUBSCRIPTION ~~allowances~~- ~~for~~- ~~depreciation~~2,405 SHAREHOLDERS' EQUITY/(~~15,828~~DEFICIT) ~~(32~~17,~~100)~~936 39,279 (3015,~~075~~240) ~~Goodwill~~COMMON ~~net~~STOCK, ofPAR ~~amortization~~VALUE ~~of Lit~~$0.01 ~~236~~PER SHARE: AUTHORISED 20,250,000 SHARES; 5,599,092 (1999 - ~~Lit. 208~~5,589,092) 13SHARES 26OUTSTANDING 5449 ~~Investments~~108 in100 ~~and~~ADDITIONAL ~~advances~~PAID-IN toCAPITAL ~~MGI~~16,970 ~~Motorcycle GmbH 1~~37,~~016~~163 239,~~060~~834 ~~491~~ACCUMULATED ~~Other~~OTHER ~~assets~~COMPREHENSIVE ~~210~~INCOME ~~424~~(184) ~~344~~(402) 133 ACCUMULATED DEFICIT 1,101 2,410 (55,307) ---------~~---~~ ----------- ----------- ~~TOTAL~~LIABILITIES ~~ASSETS~~& 41SHAREHOLDERS' DEFICIT $ 31,~~461~~877 ~~Lit~~LIT. 8469,~~082~~814 ~~Lit~~LIT. ~~81,068~~327 =========~~===~~ =========== =========== 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

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 4 CENTERPOINT CORPORATION (MOTO GUZZI CORPORATION THROUGH SEPTEMBER 19, 2000) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months to September 30, 2000 and 1999

~~June~~SEPT. 30 ~~June~~SEPT. 30 ~~Dec~~SEPT. 3130 2000 2000 1999 ~~LIABILITIES~~ US $'000 ~~Lit~~LIRE M. mLIRE ~~Lit~~M. mINTEREST ~~Advances~~INCOME ~~from banks~~ $ ~~12,173~~49 ~~Lit~~LIT. ~~24,686~~108 ~~Lit~~LIT. 29- SELLING,~~957~~ ~~Current~~GENERAL ~~portion~~AND ofADMINISTRATIVE ~~long~~EXPENSES (7) (16) -~~term~~ ~~debt~~INTEREST EXPENSE (5~~,210~~) ~~10,565~~ (11) - OTHER INCOME,~~496~~ ~~Loans~~NET ~~due~~281 to616 ~~related~~- ~~parties~~----------- --------- ---------- ~~3,254~~PROFIT ~~Accounts~~FROM ~~payable~~CONTINUING ~~13,724~~OPERATIONS ~~27,832~~318 ~~32,212~~697 ~~Amounts~~- ~~due~~DISCONTINUED toOPERATIONS: ~~related~~LOSS ~~and~~FROM ~~affiliated~~DISPOSED ~~parties~~MOTORCYCLE ~~171~~OPERATIONS ~~346~~- 80- ~~Accrued~~(3,753) ~~expenses~~(AFTER ~~and~~TAX ~~other~~OF ~~payables~~LIT. ~~5,316~~514 10AND LIT. 165) GAIN ON DISPOSAL OF MOTORCYCLE OPERATIONS 30,~~778~~325 666,~~904~~411 - ----------- ----------- ----------- ~~TOTAL~~NET ~~CURRENT~~PROFIT/(LOSS) ~~LIABILITIES 36~~30,~~594~~643 7467,~~207~~108 83(3,~~903~~753) PREFERRED STOCK DIVIDENDS (209) (458) - ----------- ----------- ----------- ~~Long-term~~PROFIT/LOSS ~~debt,~~ATTRIBUTABLE ~~less~~TO ~~current~~COMMON ~~portion~~SHAREHOLDERS ~~767~~$ 130,~~557~~434 2LIT. 66,~~027~~650 ~~Termination~~LIT. ~~indemnities~~ (3,~~922~~753) ~~7,955~~=========== ~~7,973~~========= ~~Advances~~========== ~~for~~BASIC ~~redeemable~~EARNINGS/(LOSS) ~~preferred~~PER ~~stock~~SHARE: ~~subscription~~US -LIRE -LIRE ~~2,405~~CONTINUING ~~Redeemable~~OPERATIONS ~~preferred~~$ ~~stock~~0.0 ~~12,297~~LIT. ~~24,940~~41 LIT. - ~~SHAREHOLDERS'~~DISCONTINUED ~~DEFICIT~~OPERATIONS ~~(12~~$ 5.1 LIT. 11,~~119)~~325 LIT. (~~24,577~~667) DILUTED EARNINGS/(~~15,240~~LOSS) ~~Convertible~~PER ~~preferred~~SHARE: ~~stock,~~CONTINUING ~~par~~OPERATIONS ~~value~~ $ 0.010 ~~per~~LIT. ~~share:~~41 ~~Authorized~~LIT. ~~4,750,000~~- ~~shares;~~DISCONTINUED ~~123,500~~OPERATIONS ~~out~~$ of5.1 ~~160~~LIT. 11,~~000~~325 ~~Series~~LIT. B(667) ~~shares~~WEIGHTED ~~outstanding~~AVERAGE 1NUMBER 2OF -SHARES ~~Common~~OUTSTANDING ~~stock,~~DURING ~~par~~THE ~~value~~PERIOD ~~$0.01~~BASIC ~~per share: Authorised 20~~5,~~250~~864,~~000~~309 ~~shares;~~ 5,~~599~~864,~~092~~309 ~~(1999 -~~ 5,~~589~~625,~~092)~~125 ~~shares~~=========== ~~outstanding~~========== 49========== ~~100~~DILUTED ~~100 Additional paid-in capital 19~~5,~~837 40~~864,~~229~~309 395,~~834 Accumulated other comprehensive income (329) (668) 133 Accumulated deficit (31~~864,~~677)~~309 ~~(64~~5,~~240) (55~~632,~~307)~~658 ~~------------ ----------- ----------- LIABILITIES & SHAREHOLDERS' DEFICIT $ 41,461 Lit. 84,082 Lit. 81,068~~ ============ =========== ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5 CENTERPOINT CORPORATION (MOTO GUZZI CORPORATION THROUGH SEPTEMBER 19, 2000) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS TO SEPTEMBER 30, 2000 AND 1999

~~June~~SEPT. 30 ~~June~~SEPT. 30 ~~June~~SEPT. 30 2000 2000 1999 US $'000 ~~Lire~~LIRE mM. ~~Lire~~LIRE mM. ~~Net~~INTEREST ~~sales~~INCOME $ ~~15,246~~49 ~~Lit~~LIT. ~~30,918~~108 ~~Lit~~LIT. 23- SELLING,~~805~~ ~~Cost~~GENERAL ofAND ~~sales~~ADMINISTRATIVE ~~(13,927)~~EXPENSES (~~28,244~~7) (~~20,997~~16) -~~-----------~~ ~~-----------~~INTEREST ~~-----------~~EXPENSE ~~1,319~~. ~~2,674 2,808 Selling, general and administrative expenses~~ (~~2,709) (~~5~~,493~~) (~~5,533~~11) ~~Research~~- ~~and~~OTHER ~~development (220) (447) (1~~INCOME,~~085)~~ ~~Share~~NET of281 ~~losses~~616 ~~of affiliated companies (156) (316)~~ - ------------ ----------- ----------- ~~Operating~~PROFIT ~~loss~~FROM ~~(1,766)~~CONTINUING ~~(3,582)~~OPERATIONS ~~(3,810)~~318 ~~Interest~~697 ~~expense~~- ~~(359)~~DISCONTINUED ~~(728)~~OPERATIONS: ~~(1,221)~~LOSS ~~Other~~FROM ~~income,~~DISPOSED ~~net~~MOTORCYCLE OPERATIONS (483,801) (988,324) (3714,152) ~~------------~~(AFTER ~~-----------~~TAX ~~-----------~~OF ~~Loss~~LIT. ~~before~~514 ~~income~~AND ~~taxes~~LIT. ~~(2,173~~165) ~~(4,830)~~GAIN ~~(5,068)~~ON ~~Income~~DISPOSAL ~~taxes~~OF ~~(208)~~MOTORCYCLE ~~(422)~~OPERATIONS ~~(34)~~30,325 66,411 - ----------- ----------- ----------- ~~Net~~NET ~~loss~~ PROFIT/(~~2,381~~LOSS) (326,~~494)~~842 58,784 (514,~~102~~152) ~~Preferred~~PREFERRED ~~stock~~STOCK ~~dividends~~DIVIDENDS (~~217~~487) (~~441~~1,067) - ------------ ----------- ----------- ~~Loss~~PROFIT/LOSS ~~attributable~~ATTRIBUTABLE toTO ~~common~~COMMON ~~shareholders~~SHAREHOLDERS $ (226,~~598)~~355 ~~Lit~~LIT. (557,~~271)~~717 ~~Lit~~LIT. (514,~~102~~152) ============ =========== =========== BASIC EARNINGS/(LOSS) PER SHARE: US $ ~~Lire~~LIRE ~~Lire~~LIRE ~~Basic~~CONTINUING ~~...~~OPERATIONS $ (0.4603) ~~Lit~~LIT. (~~941~~65) ~~Lit~~LIT. - DISCONTINUED OPERATIONS $ 4.67 LIT. 10,218 LIT. (~~928~~2,985) ~~============~~DILUTED ~~===========~~EARNINGS ~~===========~~/(LOSS) ~~Diluted~~PER .SHARE: CONTINUING OPERATIONS $ (0.4603) ~~Lit~~LIT. (~~941~~65) ~~Lit~~LIT. ~~(928)~~- ~~============~~DISCONTINUED ~~===========~~OPERATIONS ~~===========~~$ ~~Weighted~~4.67 ~~average~~LIT. ~~number~~10,218 ofLIT. ~~common~~(2,985) ~~shares~~WEIGHTED ~~outstanding~~AVERAGE ~~during~~NUMBER ~~the~~OF ~~period~~SHARES ~~Basic~~OUTSTANDING ~~...~~DURING THE PERIOD BASIC 5,~~599~~684,~~092~~895 5,~~599~~684,~~092~~895 54,~~496~~741,~~000~~409 ============ =========== =========== ~~Diluted~~DILUTED . 5,~~698~~684,~~858~~895 5,~~698~~684,~~858~~895 54,~~603~~901,~~791~~065 ============ =========== ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 CENTERPOINT CORPORATION (MOTO GUZZI CORPORATION THROUGH SEPTEMBER 19, 2000) UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE INCOME/(LOSS) September 30, 2000

~~June~~ACCUMU- 30COMPRE- ~~June~~LATED 30HENSIVE ~~June~~CLASS 30B ~~2000~~ADDI- ~~2000~~OTHER ~~1999~~INCOME/ USCOMMON ~~$'000~~STOCK ~~Lire~~PREFERRED m.TIONAL ~~Lire~~COMPRE- m.ACCUMU- ~~Net~~SHARE- ~~sales~~LOSS $STOCK ~~25,145~~PAID-IN ~~50,994~~HENSIVE ~~41,378~~LATED ~~Cost~~HOLDERS of------- ~~sales~~SHARES ~~(22,925)~~AMOUNT ~~(46,491)~~SHARES ~~(38,446)~~AMOUNT CAPITAL INCOME DEFICIT EQUITY ------------ ----------- ---------------------------------------------------------- ~~2,220~~AT ~~4,503~~JANUARY 21,~~932~~ ~~Selling~~2000 LIT.M 5,589,092 ~~general~~100 ~~and~~- ~~administrative~~- ~~expenses~~39,834 133 (455,~~616~~307) (915,~~362~~240) Net profit - - - - - - 57,717 (98,~~454~~933) ~~Research~~57,717 ~~and~~Translation ~~development~~adjustment - - - - - (~~385~~535) - (~~780~~535) (~~1,551~~535) ~~Share~~Issuance of ~~losses~~Series ofB ~~affiliated~~Preferred ~~companies~~Stock ~~(156)~~- ~~(316)~~- 123,500 2 23,980 - - 23,982 - Reclassification for redemption of - - - - (23,982) - - (23,982) - preferred stock Accretion expense for preferred stock redemption and related exchange movements - - - -~~----------~~ -~~----------~~ ~~Operating loss~~ (23,~~937~~062) - (53,~~955~~062) (83,~~073~~062) ~~Interest~~Redemption ~~expense~~of ~~(957)~~Series B Preferred Stock - - (1123,~~940~~500) - (23,~~285~~060) ~~Other~~3,062 ~~income~~- - - Issuance of shares for MGI purchase 10,000 ~~net~~- 42- 85- 2591 - - 91 - Issuance of shares for OAM warrant exercise 100,000 2 - - - - - 2 - Issuance of shares to TRG 300,000 6 - - (6) - - - - Amortization of non-cash finance charges - - - - 306 - - (306) - ----------- ~~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~~AT ~~attributable~~SEPETMBER to30, ~~common~~2000 ~~shareholders~~LIT.M $5,999,092 (4108 - - 37,~~405)~~163 (~~8,933~~402) ~~(10~~2,~~399)~~410 ~~============~~39,279 ~~===========~~54,120 =========== ~~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~~AT ~~average~~JUNE ~~number~~30, of2000 ~~common~~$'000 ~~shares~~49 ~~outstanding~~- ~~during~~16,970 ~~the~~(184) ~~period Basic ... 5~~1,~~594,202~~101 517,~~594,202~~936 424,~~741,409~~715 ============ =========== =========== ~~Diluted . 5,693,968 5,693,968 4,901,065~~ ============ =========== ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENT 7 CENTERPOINT CORPORATION AND SUBSIDIARIES (MOTO GUZZI CORPORATION THROUGH SEPTEMBER 19, 2000) UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW September 30, 2000 and 1999

~~Common~~SEP. ~~Stock~~30 ~~Class~~SEP. B30 ~~Preferred~~SEP. ~~Stock~~30 ~~Additional~~2000 ~~Paid~~2000 1999 US$'000 LIT. M LIT. M NET PROFIT FROM CONTINUING OPERATIONS $ 318 LIT. 697 LIT. -In ~~Shares~~PREFERRED ~~Amount~~STOCK ~~Shares~~DIVIDENDS ~~Amount~~(487) ~~Capital~~(1,067) - ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITIES: AMORTIZATION OF WARRANT ISSUANCE FOR FINANCE EXPENSE 158 347 609 OTHER OPERATING ACTIVITIES (1,094) (2,397) (519) CHANGES IN OPERATING ASSETS AND LIABILITIES: RELATED PARTY RECEIVABLES 90 196 80 PREPAID EXPENSES (32) (69) (93) ACCOUNTS PAYABLE AND ACCRUED EXPENSES (280) (613) (1,195) RELATED PARTY PAYABLES 217 476 (1,174) ----------- ----------- ----------- NET CASH USED BY OPERATING ACTIVITIES (1,110) (2,430) (2,292) ----------- ----------- ----------- AtINVESTING ~~January~~ACTIVITIES 1,INVESTMENT ~~2000~~IN ~~Lit.m~~MARKETABLE 5SECURITIES (12,~~589~~028) (26,~~092~~339) ~~100~~ - - ~~39,834 Net loss.~~ - - - - - ~~Translation adjustment~~ - - --- ----------- ----------- ~~Issuance~~NET ofCASH ~~Series~~PROVIDED BBY ~~Preferred~~FINANCING ~~Stock~~ACTIVITIES (12,028) (26,339) - ----------- ~~123,500~~----------- 2----------- ~~23,980~~FINANCING ~~Reclassification~~ACTIVITIES ~~for~~PROCEEDS ~~redemption~~FROM ofMERGER ~~preferred~~WITH ~~stock~~NAAC - - -16,006 -PROCEEDS ~~(23,982)~~FROM ~~Accretion~~ISSUANCE ~~expense~~OF ~~for~~PREFERRED ~~preferred~~STOCK ~~stock~~8,370 ~~redemption~~18,329 ~~and~~- ~~related~~ADVANCE ~~exchange~~FOR ~~movements~~SUBSCRIPTION -TO PREFERRED STOCK - 2,274 ----------- ----------- ----------- ~~Issuance~~NET ofCASH ~~shares~~PROVIDED ~~for~~BY ~~MGI~~FINANCING ~~purchase~~ACTIVITIES 108,~~000~~370 -18,329 -18,280 - ~~91 Amortization of non~~-~~cash finance charges~~ - - - ------ ~~306~~ ----------- ----------- INCREASE/(DECREASE) IN CASH FROM CONTINUING ACTIVITIES (4,768) (10,440) 15,988 NET CASH FROM/(USED BY) DISCONTINUED MOTORCYCLE OPERATIONS 19,480 42,658 (15,711) EXCHANGE MOVEMENT ON OPENING CASH - - - CASH, BEGINNING OF PERIOD 1 3 - ----------- ----------- ------------ AtCASH, ~~June~~END ~~30,~~OF ~~2000~~PERIOD ~~Lit.m~~$ 514,~~599,092~~713 ~~100~~LIT. ~~123~~32,~~500~~221 2LIT. ~~40,229~~277 ========== =~~=========~~ ========== =~~==========~~ ============ AtNET ~~June~~CASH 30FROM/(USED BY) DISCONTINUED MOTORCYCLE OPERATIONS NET CASH PROCEEDS FROM SALE 27,534 ~~2000~~60,293 ~~$'000~~- 49FINANCING OF DISPOSED OPERATIONS (7,280) (15,941) (13,863) OTHER EXPENDITURE ALLOCATED TO DISCONTINUED OPERATIONS (774) (1,694) (1,848) ----------- ----------- ----------- 19,~~837~~480 ~~==========~~42,658 ~~===========~~(15,711) ~~============~~----------- ----------- -----------

8 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 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. MGI Motorcycle GmbH was disposed as part of the sale of motorcycle operations. The Company issued 100,000 shares to OAM S.p.A. upon exercise of a warrant held by OAM issued in 1999. The exercise price of $1,000 was settled by reduction of balances due by the Company to OAM. The fair value of this warrant at the date of issuance of Lit. 1,220 million been amortized from April 1, 1999 through March 31, 2000 as finance expense. The Company redeemed all issued and outstanding shares of its Series B Preferred Stock effective September 30, 2000 with payment being made on the first business day of October 2000. The amount payable for the redemption of lit. 27,044 million ($12,350,000) is shown as a separate line item in the balance sheet at September 30, 2000. 9 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 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 nine months ended September 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. In September 2000, the Company sold all its operating subsidiaries to Aprilia S.p.A. and changed its name to Centerpoint Corporation pursuant to the sale of its motorcycle operations to Aprilia. See below Note 2 - Discontinued Operations and Note 3 - Execution and Delivery of Share Purchase Agreement. The primary financial statements are shown in Italian lire because all of the Company's material operating entities were based and operated in Italy. At September 30, the Company's freely available cash and other significant assets were all denominated in lire (or euros). The Company will evaluate if its functional currency will continue to be the lire, based on decisions to be taken as to its future activities. 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 2,190 to U.S. $1, the approximate exchange rate at September 30, 2000. It should not be construed that the assets and 10 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 liabilities, expressed in U.S. dollar equivalents, can actually be realized in or extinguished by U.S. dollars at that or any other rate. 11 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 2. DISCONTINUED MOTORCYCLE OPERATIONS In September 2000, the Company closed its sale of all "Moto Guzzi" motorcycle operations to Aprilia. From May 2, 2000 through the date of sale, Moto Guzzi's operations were under the control of Aprilia management. The measurement date of the disposal is July 1, 2000, reflecting the latest date prior to sale for which the Company has complete financial information. Net proceeds from the disposal exceeded the net assets of the operations sold and the Company has recorded a gain on sale in the third quarter of 2000 of Lit. 66,411 million. The Company changed its name to Centerpoint Corporation on September 19, 2000 pursuant to the sale, which is discussed in more detail in Note 3, below. Results of the disposed motorcycle operations through the effective disposal date of July 1, 2000 and for the nine months to September 30, 2000 were as follows:

~~Accumulated~~SEP. ~~Other~~30 ~~SHARE-~~2000 ~~Comprehensive~~2000 ~~Accumulated~~1999 ~~HOLDERS~~US$'000 ~~Comprehensive~~LIT.M ~~Income~~LIT.M ~~Deficit~~Net ~~EQUITY~~sales ~~Income/(Loss)~~................................................ ~~---------------- ------------- ------------ ---------------- At January 1~~23,287 ~~2000 Lit.m 133 (55~~50,~~307)~~994 ~~(15~~62,~~240)~~923 0Loss ~~Net~~before ~~loss~~taxes ........................................ - (83,~~933~~566) (87,~~933~~810) (813,~~933~~987) ~~Translation~~Provisions ~~adjustment 157 - 157 157 Issuance of Series B Preferred Stock - - 23,982 - Reclassification~~ for ~~redemption~~taxes of..................................... ~~preferred stock - -~~ (~~23,982~~235) ~~- Accretion expense for preferred stock redemption and related exchange movements~~ (~~958~~514) - (~~958~~165) ~~(958) Issuance of shares for MGI purchase~~ - - 91 - ~~Amortization of non~~-~~cash finance charges~~ - - ~~(306)~~ - ----~~------------~~ ------------- ------------ AtNet ~~June~~loss ~~30,~~from ~~2000~~discontinued ~~Lit.m~~operations ~~(668)~~of ~~(64,240)~~Motorcycle ~~(24,577)~~operations ~~(9,734)~~.................................. ~~================ ============= ============ At June 30, 2000~~ $~~'000~~ (~~329) (31~~3,~~677~~801) Lit. (128,~~119~~324) Lit. (414,~~800~~152) ===========~~=====~~ ============= ===========~~= See Notes to Consolidated Financial Statement~~

Net assets/(liabilities) of the discontinued motorcycle operations at the effective date of disposal of July 1, 2000 and at December 31, 1999 were as follows:

~~June~~JULY 311 ~~June~~JULY 301 ~~June~~DEC. 3031 2000 2000 1999 US$'000 ~~Lit~~LIT.M ~~m Lit~~LIT.M mCurrent ~~Net~~assets ~~loss~~........................................... $31,218 (468,~~405)~~361 ~~Lit. (8~~61,~~933)~~926 ~~Lit. (10~~Property,~~399)~~ ~~Adjustments~~plant ~~to reconcile net loss to net cash used by operating activities: Depreciation~~ and ~~amortization~~equipment ~~1,089~~............................ 25,~~208~~842 112,~~907~~792 ~~Gain(loss) on sales of operating assets (6) (13) 2 Share of losses of affilliates 156 316 - Termination indemnities~~14,638 ~~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)~~146 (2,~~665)~~510 ~~(6,524)~~889 ~~Related~~Current ~~party~~liabilities ~~receivables~~...................................... (~~394) (800) (1~~33,~~819~~265) ~~Inventories~~ (~~18) (37) (1~~72,~~540~~844) ~~Prepaid expenses~~ (~~67) (135) (191) Accounts payable and accrued expenses (332) (673) (221) Related party payables 11 23 (1~~79,~~174~~385) ~~------------~~Other ~~-----------~~liabilities ~~-----------~~........................................ ~~Net cash used by operating activities~~ (4,~~991~~344) (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~~512) (110,~~335~~000) ~~(859)~~ ------------ ----------- ----------- Net ~~cash provided by financing activities 5,748 11,656 22,165 ------------ ----------- ----------- Increase~~assets/~~(decrease)~~liabilities ~~in cash (11) (24) 562 Exchange movement on opening cash 31 63 28 Cash, beginning~~ of ~~period~~discontinued ~~1,178~~operations......... ~~2,391 217 ------------ ----------- ----------- Cash, end of period~~ $ ~~1,198~~597 Lit. 21,~~430~~307 Lit. ~~807~~(11,932) ============ =========== ===========

In 2000 the Company provided the disposed motorcycle subsidiaries with cash, in the form of capital and advances, of Lit. 15,941 million (1999 - 13,863 million) to finance operations through disposal. 12 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 3. EXECUTION AND DELIVERY OF SHARE PURCHASE AGREEMENT On September 7, 2000, the Company closed on the sale of all its operating subsidiaries, Moto Guzzi S.p.A., Moto Guzzi North America Inc, Moto Guzzi France Sarl, and MG Motorcycle GmbH, to Aprilia S.p.A. in accordance with the Preliminary Purchase and Sale Agreement dated April 14, 2000 as modified and integrated by the Letter Agreement of August 3, 2000. On August 11, 2000, at a Special Meeting of Stockholders, the Company's stockholders approved the sale of the operating subsidiaries and the change of the Company's corporate name to Centerpoint Corporation, with stockholders holding in excess of two-thirds of all outstanding shares of Class A common stock voting for the sale and the name change. Total proceeds from the sale were Lit. 79,500 million. In accordance with the Share Purchase Agreement Aprilia S.p.A. also paid the Company Lit. 2,074 million on behalf of the operating subsidiaries, representing the amount owed to the Company by the operating subsidiaries pursuant to loans made by the Company to them. In accordance with the Share Purchase Agreement, Lit. 9,375 million of the total proceeds was placed in escrow to cover any claims Aprilia S.p.A. might have in the future in respect of representations and warranties made by the Company in the Share Purchase Agreement. Subject to any claims Aprilia may have in respect of the Company's representations and warranties, funds from the escrow account will be released to the Company in two tranches: Lit. 7,000 million is to be released on September 8, 2001; and Lit. 2,375 is to be released on September 8, 2007. Aprilia has undertaken to evaluate, on a best efforts basis, an earlier resolution of any future claims it may have to funds in the escrow account. SIREF S.p.A. and San Paolo Finanziaria S.p.A., each of which is an affiliate of Banca d'Intermediazione Mobiliare IMI S.p.A. ("IMI"), acted as fiduciary agents for the closing. In accordance with invoices submitted to them, they paid IMI, the Company's financial advisor, 11,401 million, in respect of fees and expenses claimed by IMI to be due it under their engagement letter, paid Lit. 505 million to Carnelutti, the Company's Italian counsel, and paid the balance of the proceeds of Lit. 60,293 million to the Company. As noted in the Company's Proxy Statement dated July 22, 2000, the Company has disputed IMI's interpretation of the fee calculation provisions of their engagement letter, since being advised of this in July of this year. Since that time the Company has discussed and sought and negotiate with IMI an agreement as to the proper interpretation of the fee calculation provisions, and the amount of the IMI fee, but was unable to come to agreement with IMI concerning these items prior to the closing. Although it appears that each of the fiduciary agents was aware of the fee dispute, the Company was advised by the fiduciary agents at the closing that IMI had previously submitted an invoice to them for fees and expenses alleged by IMI to be due to them under the engagement letter in the amount of Lit. 11,401 million and that the fiduciary agents had paid such amount to IMI out of amounts held in escrow by them. The Company is currently evaluating possible courses of action against IMI and the 13 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 fiduciary agents, including initiating legal proceedings in Italy and the United States, to the extent the same are available. On September 19, 2000, pursuant to the Share Purchase Agreement and stockholder approval, the Company filed an amendment to its Certificate of Incorporation to change its name to Centerpoint Corporation, effective at the time of filing. The Lit. 60,293 million received by the Company has been and will be applied firstly to payment of amounts due for transaction expenses and other payables and obligations estimated in the aggregate to be approximately Lit. 3 billion and to redeem all outstanding shares of Series B Preferred Stock for a price equal to $100 per share plus accrued dividends thereon, for a total principal of approximately US$ 12.35 million (approximately Lit. 27.0 billion at the prevailing exchange rate). This will leave the Company with approximately Lit. 29.7 billion in cash and marketable securities plus rights to amounts due to it from the escrow account at the time of release of the Lit. 9,375 million being held in escrow, as described above, and whatever it realizes on its claims against IMI described above. Cash will be invested in short-term fixed interest securities pending our evaluation of the alternatives available to the Company with respect to such funds. In connection with the execution and delivery of the Share Purchase Agreement described above, the Company agreed with OAM, SpA and Trident Rowan Group, Inc. by letter dated April 14, 2000 (as amended), that it 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 the Company's assets and dissolve the Company. This outside date for such shareholders meeting was subsequently extended by 60 days, to February 7, 2000. All holders of Class A common stock will have an opportunity to vote on any proposal that the Company be liquidated. However, because OAM owns 58% of the Class A common stock, it can approve a liquidation even if no other stockholders vote in favor of it. Conversely, any proposed liquidation will not be approved unless OAM votes in favor of it. Although OAM and Trident Rowan insisted that the Company agree to submit a liquidation proposal to the Company's 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 the Company may amend the April 14th letter to modify or remove the requirement that we hold a stockholder meeting to consider and vote upon the liquidation proposal. OAM has advised the Company that they have not, at this time, decided how they will vote with respect to any liquidation proposal. During the period between the closing of the sale and any stockholder meeting relating to a liquidation proposal, the Company intends to seek to find one or more other companies in which to invest proceeds from the sale. If the Company is able to do so, it may propose the acquisition of, or 14 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 an investment in, another company or companies as an alternative to liquidation at any stockholder meeting called to consider a liquidation proposal. 15 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 4. 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 Barry Fingerhut and William Spier, Directors 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. Messrs. Fingerhut and 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 was 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 was 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. The Company agreed with the Series B preferred stockholders that, following the sale to Aprilia, we would redeem the Series B preferred stock on September 30, 2000 and they agreed not to convert their Series B stock if we redeem the stock by this date. Such redemption was effected, with redemption payments made on the first business day of October 2000. 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 Barry Fingerhut advances and Lit. 3,174 million in respect of the OAM loan for a total of Lit. 23,982 million. Upon issuance, the Company reclassified the Series B preferred stock outside of shareholders equity and recorded accretion expense of Lit. 3,060 million in respect of amortization of costs and exchange differences which arose 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. 16 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000 5. 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 nine months to September 30, 2000 are as follows.

~~Jun.~~Accretion 30Accumulated ~~Jun.~~Cumulative 30expense ~~2000~~and ~~1999~~other ~~Lit.m~~translation ~~Lit.m~~related ~~Net~~exchange ~~sales~~comprehensive ~~30,918~~difference ~~100.0%~~movements ~~23,805~~income ~~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)~~Balance ~~(11.6%)~~January (31,~~810)~~ ~~(16.0%)~~2000 ~~Interest~~133 ~~expense~~- ~~(728)~~133 ~~(2.4%)~~Movement ~~(1,221)~~for ~~(5.1%)~~period ~~Other expense, net~~ (98535) (0.3%,062) (373,597) ~~(0.2%)~~Redemption ~~------------~~of ~~-----------~~Series ~~Loss~~B ~~before~~Preferred ~~income~~Stock ~~taxes~~- (43,~~408)~~062 ~~(14.~~3~~%) (5~~,~~068)~~062 ~~(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~~Balance ~~loss~~September ~~attributable~~30, to2000 ~~common stockholders~~ (~~5,271~~402) ~~(17.0%)~~- (~~5,102~~402) ~~(21.4%)~~=============== =============== ===============

5. EARNINGS/LOSS FROM CONTINUING OPERATIONS PER SHARE The numerator for the calculation of earnings/(loss) per common share have been calculated as follows:

~~Jun.~~THREE 30MONTHS ~~Jun.~~TO SEPTEMBER 30, 2000 ~~1999~~SEP ~~Lit.m~~30 ~~Lit.m~~SEP ~~Net~~30 ~~sales 50,994 100~~SEP.0% ~~41,378~~30 ~~100.0%~~2000 ~~Cost~~2000 of1999 ~~sales~~$'000 ~~(46,491) (91~~LIT.~~2%)~~M ~~(38,446) (92~~LIT.~~9%)~~M ~~------------~~Profit ~~-----------~~from ~~4,503~~continuing ~~8.8%~~operations ~~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%............. 25318 ~~0.1%~~697 -~~-----------~~ ~~-----------~~Preferred ~~Loss~~Stock ~~before~~dividends ~~income taxes (7,810) (15~~.~~3%) (10,333) (25~~.~~0%) Income tax expense (514) (1~~.~~0%)~~............................. (66209) (~~0.2%~~458) -~~-----------~~ ----------- ~~Net loss (8,324) (16.3%) (10,399) (25.1%) Preferred Stock dividends (609) (1.2%)~~ - - ---------~~---~~ ----------- ~~Net~~Earnings ~~loss~~from continuing operations attributable to common ~~stockholders~~shareholders ~~(8,933) (17~~.~~5%)~~................................. ~~(10,399)~~109 ~~(25.1%)~~239 - =========== =========== ===========

17 MOTO GUZZI CORPORATION AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2000

Preferred stock - See Note 4 - was not dilutive for the three months to September 30, 2000. 18 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 3 - EXECUTION AND DELIVERY OF SHARE PURCHASE AGREEMENT AND NOTE 4 - ISSUANCE OF SERIES B PREFERRED STOCK. RESULTS OF OPERATIONS FOR THE 3 MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999

On September 7, 2000, the Company completed the sale of its operating subsidiaries to Aprilia S.p.A. This sale represents the discontinuance of motorcycle operations which were the company's only activities and have been accounted for as discontinued operations. The effective accounting date for the sale is July 1, 2000, reflecting the last date for which financial information on the subsidiaries is available. Accordingly, in the third quarter of 2000, the Company has recorded interest income of Lit. 108 million, selling general and administrative expenses of Lit. 27 million and positive exchange differences of Lit. 616 million as continuing operations, representing the period from September 8, 2000. The exchange differences relate to the effects of exchange rates on cash balances and escrow receivables in lire from the date of sale through September 30, 2000. In the corresponding period in 1999, the Company had no income or expenses from continuing operations as all its activities related to the disposed motorcycle business. In respect of the discontinued motorcycle operations, in the third quarter of 2000 the Company has recorded a gain on sale of Lit. 66,411 million. There are no taxes payable as the Company believes that the proceeds received are less than the tax base of the subsidiaries sold. There is no loss from operations of the discontinued activities in the third quarter of 2000 as the effective accounting date 19 was July 1, 2000. In the comparison third quarter of 1999, losses from the discontinued motorcycle operations were Lit. 3,753 million. In the third quarter of 2000, Lit. 458 million is included in respect of dividends payable on the Company's Series B Preferred Stock, issued in February 2000 to provide bridge finance to the sold subsidiaries. Such Series B Preferred Stock was redeemed effective September 30, 2000. RESULTS OF OPERATIONS FOR THE 9 MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO 1999 Results for the 9 months to September 2000 compared to 1999 reflect the same factors as discussed above for the third quarter. Losses from operations of the discontinued motorcycle operations of Lit. 8,324 million reflect results through the first two quarters of 2000 as the effective date of the disposal was July 1, 2000. LIQUIDITY AND FINANCIAL RESOURCES The Lit. 60,293 million received by the Company from the sale to Aprilia will be applied firstly to payment of amounts due for transaction expenses and other payables and obligations estimated in the aggregate to be approximately Lit. 3.0 billion and to redeem all outstanding shares of Series B Preferred Stock for a price equal to $100 per share plus accrued dividends thereon, for a total principal of approximately US$ 12.35 million (approximately Lit. 27.0 billion). This will leave the Company with approximately Lit. 29.7 billion in cash and marketable securities plus rights to amounts due to it from the escrow account at the time of release of the Lit. 9,375 million being held in escrow, as described above, and whatever it realizes on its claims against IMI described in Note 3 to the interim financial statements. Lit. 28.0 billion of the cash has been invested in short-term fixed interest securities denominated in Euros pending evaluation of the alternatives available to the Company with respect to such future activities. 20 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 On August 11, 2000, at a Special Meeting of Stockholders, the Company's stockholders approved the sale of the Company's operating subsidiaries to Aprilia SpA and the change of the Company's corporate name to Centerpoint Corporation, with stockholders holding in excess of two-thirds of all outstanding shares of Class A common stock voting for the sale and the name change. ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Current report on Form 8-K dated August 11, 2000. 21 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. MOTO GUZZI CORPORATION November 30, 2000. /s/ Mark S. Hauser ------------------- Mark S. Hauser Executive Chairman November 30, 2000. /s/ Nick Speyer -------------------- Nick Speyer Chief Financial officer 22

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