SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] Annual Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 2000

Transition report pursuant to Section 13 or 15(d) of the Securities
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 (I.R.S. Employer Identification
incorporation or organization) Number)

18 East 50th Street
10th Floor
New York, New York 10022
(Address of principal executive offices) (Zip code)

C/O FdG Associates
299 Park Avenue
16th Floor
New York, New York 10171
(Registrant's prior address) (Zip code)

(212) 758- 6622
(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $.01 par value

Class A Warrants

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. [ ]

As of March 15, 2002, the aggregate market value of the voting stock held by
nonaffiliates of the registrant approximately was $1,652,000.

As of March 15, 2002, there were 6,005,339 shares of the registrant's Class A
common stock outstanding.

CENTERPOINT CORPORATION

TABLE OF CONTENTS

Page

PART I ............................................................ 1

ITEM 1. Business ................................................... 1

ITEM 2. Properties ................................................. 14

ITEM 3. Legal Proceedings .......................................... 14

ITEM 4. Submission of Matters to Vote of Security Holders .......... 15

PART II ............................................................ 15

ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters ........................................ 15

ITEM 6. Selected Financial Data .................................... 15

ITEM 7. Management's Discussion and Analysis of Financial
Conditions and Results of Operations ....................... 18

ITEM 8. Financial Statements and Supplementary Data ................ 20

ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclsure .................................... 20

ITEM 10. Directors and Executive Officers of the Registrant ......... 20

ITEM 11. Executive Compensation ..................................... 25

ITEM 12. Security Ownership of Certain Beneficial Owners and
Management ................................................. 33

ITEM 13. Certain Relationships and Related Transactions ............. 35

ITEM 14. Exhibits, Financial Statements Schedules and Reports
on Form 8-K ................................................ 39

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .......................... F-1

PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein are "forward-looking statements" intended to
qualify for the safe harbors from liability established by the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
can generally be identified as such because they include words such as the
Company "believes," "anticipates," "expects" or "estimates" or words of
similar meaning. Similarly, statements that describe the Company's future
plans, objectives, targets or goals are also forward-looking statements. By
their nature, forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
anticipated in this report. Certain of such risks and uncertainties are
described in close proximity to such statements or elsewhere in this report.
The forward-looking statements included herein are made only as of the date of
this report, and the Company undertakes no obligation to update publicly such
forward-looking statements to reflect subsequent events or circumstances.

ITEM 1. BUSINESS

SUBSEQUENT EVENTS AND OVERVIEW OF CURRENT STATUS OF THE COMPANY

* The Company was incorporated in Delaware in 1995. The Company did not
have any business operations until March 1999. From March 1999 through
September 7, 2000, the Company was a manufacturer of Italian luxury and
high-performance motorcycles, which it manufactured and distributed through
four operating subsidiaries: Moto Guzzi S.p.A., Moto Guzzi North America Inc,
Moto Guzzi France S.a.r.l., and MGI Motorcycle GmbH. These operations, which
were the only business operations of the Company, were sold to Aprilia on
September 7, 2000. Stockholder approval with respect to the sale was obtained
at a Special Meeting of Stockholders held on August 11, 2000.

* Total proceeds from the sale were Lit. 79,500 million. In accordance with
the Share Purchase Agreement relating to the sale, Lit. 9,375 million of the
total proceeds were placed in escrow to cover any claims Aprilia might have in
the future in respect of representations and warranties made by the Company in
the Share Purchase Agreement.

* From the proceeds from the sale of Moto Guzzi operations the Company paid
sale expenses and outstanding accounts payable and redeemed its Series B
Preferred Stock on September 30, 2000. Lit. 28.0 billion out of net remaining
cash of approximately Lit. 29.5 billion was invested in short-term fixed
interest securities, denominated in Euro. In June 2001, the Company
transferred all of its cash to the United States since when it has been held
in US$. Cash on hand at December 31, 2001 was US$8,760,700.

* In December 2000 and June 2001 Aprilia made alleged claims with respect
to the Escrow Account and on July 26, 2001, in spite of being aware of the
Company's contesting of each of the alleged claims and its intention to seek
arbitration, IMI advised the Company that it had paid Lit. 7,611 million from
the Escrow Account to Aprilia in respect of the alleged claims.

* Pursuant to the Share Purchase Agreement and Escrow Agreement, each of
which provides that disputes among the parties be arbitrated, the Company
filed with the International Chamber of Commerce a Request for Arbitration in
Accordance with Article 4 of the ICC Rules of Arbitration relating to the
Alleged Claims and the payment by Banco IMI ("IMI"), the Company's investment
adviser, and requesting restitution of the funds paid to Aprilia. The
Arbitration committee was constituted on November 16, 2001.

Page 1

* At the September 7, 2000 closing of the sale of the subsidiaries, in
accordance with an invoice previously submitted to them by IMI, but without
the prior approval, knowledge or consent of the Company, IMI was paid Lit.
11,401 million, in respect of fees and expenses claimed by IMI to be due it
under its engagement letter with TRG and OAM. Since early July 2000, the
Company and TRG have disputed IMI's interpretation of the calculation of the
fee due it under its engagement letter, following initial indication by IMI of
its basis of calculation.

* In connection with the sale of the operating subsidiaries, the Company
agreed with OAM S.p.A. ("OAM"), its majority stockholder and Trident Rowan
Group, Inc. ("TRG" or "Trident Rowan") the majority stockholder of OAM, that
the Company would, as promptly as practicable after the closing of the sale,
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 of the
Company's assets and dissolve the Company. The date for proceeding to propose
a liquidation was subsequently extended by TRG and OAM to July 15, 2001.

* From September 2000 through December 2001, with the knowledge and consent
of TRG and OAM, the Company examined opportunities to acquire or merge with
another operating business or businesses, as an alternative to liquidation.
In June 2001, with the consent of TRG, the Company engaged the investment
banking firm of Investec Ernst & Co. to assist the Company in its evaluation
of strategic alternatives.

* TRG's 5% Convertible Debentures in an aggregate amount of US$ 6,250,000
were scheduled to come due in December 2001. In order to enable TRG to pay
off the Debentures on favorable terms, on June 13, 2001 the Company, TRG and
OAM entered into a loan agreement pursuant to which the Company agreed to lend
TRG US$4,200,000. On June 13, 2001 the Company made the loan, TRG issued the
Company a promissory note in the amount of US$4,200,000 (the "TRG Promissory
Note") and shortly thereafter TRG paid off the Debentures in full.

* In December 2001, the Board of the Company met to evaluate the
alternative strategies and investments available to the Company. Investec
Ernst & Co., who had been hired in June 2001 to assist in this process,
presented to the Board their conclusions on a number of potential investments.
After review of the possible investments, the Board resolved to approve the
acquisition of 19,000,000 shares of Bion Environmental Technologies, Inc., a
publicly-held Colorado corporation ("Bion") for a total consideration of
US$14,250,000 (the "Bion Investment") subject to receipt of a fairness opinion
from a financial firm acceptable to the Board and receipt of advice from the
Company's counsel concerning legal due diligence and determination by the
Board that the results of legal due diligence did not affect the Company's
determination that the investment was in the best interests of the Company.
The Company duly received a fairness opinion from Joseph Stevens & Company,
Inc. and advice from counsel concerning the results of legal due diligence and
in a Board meeting in late December approved and confirmed the approval of the
Bion Investment.

* The Board also resolved to approve the purchase by Bion of 3,459,997
shares (approximately 57.7%) of the Company's common stock from OAM. Such
approval was required by TRG and OAM as a condition to their waiver of their
rights to cause a liquidation of the Company and release of the Company from
such obligations, the obtaining of which was a pre-condition to the Company's
ability to make the Bion Investment.

Page 2

* On January 15, 2002, the Company purchased 19,000,000 shares of the
restricted stock of Bion (the "Bion Shares"), in exchange for approximately
US$8,500,000 in cash, the US$4,200,000 million TRG Promissory Note (including
accrued interest) and the assignment by the Company of 65% of the Company's
Claims With Respect to the Escrow Account (hereinafter defined) and Claims
Against IMI. Immediately upon the consummation of this transaction, Bion
purchased a 57.7% majority interest in the Company from OAM.

* The Company has not been current in its filings with the Securities and
Exchange Commission ("SEC") since it filed its Form 10-Q in October 2000,
which reported the results of the sale of the Moto Guzzi operations to
Aprilia. The Company intends to become current in its SEC filings as soon as
practicable.

* Under the Subscription Agreement relating to Bion Investment and related
Registration Rights Agreement Bion has agreed among other things (i) to file
with the SEC a Registration Statement with respect to the Bion Shares, as soon
as practicable, and within 90 days of the Company's filing with the SEC of its
December 31, 2001 Form 10-K, and to use its best efforts to cause such
Registration Statement to be declared effective as soon as practicable
thereafter, (ii) to use its best efforts to cause all or a substantial portion
of the Bion Shares to be distributed to the Company's common stockholders in a
tax efficient manner in accordance with applicable law, and (iii) to use its
best efforts to hold an Annual Meeting of Bion Shareholders during 2002, in
accordance with its by-laws and applicable law. It is expected that the
distribution of all or a substantial portion of the Bion Shares to the
Company's Stockholders will occur during the second half of calendar 2002.
When that distribution occurs, approximately 11,000,000 of Bion's shares will
be distributed back to Bion. Bion has advised the Company that it intends to
cancel such shares.

* As of the date of this report, the sole assets of the Company are the
19,000,000 Bion Shares and the 35% of the Claims With Respect to the Escrow
Account and Claims Against IMI retained by the Company.

* Bion's business is described in its Form 10-K (as amended) for the fiscal
year ended June 30, 2001 as filed with the SEC, and in other documents filed
by Bion with the SEC.

* Bion's business and its continuation of operations are subject to
substantial risk factors, including those set forth in Bion's Registration
Statement on Form S-2, as filed with the SEC on April 13, 2001 and as amended.

* Once all or a substantial portion of the Bion Shares are distributed to
the Company's stockholders the Company will have only nominal assets and will
effectively be a publicly-held shell corporation. The Board of Directors will
evaluate what, if any, business opportunities are available to the Company,
following such distribution.

RECENT EVENTS AND TRANSACTIONS

Closing by the Company on the Sale of its Operating Subsidiaries; Dispute with
IMI Regarding its Fee

* 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 S.a.r.l., and MG Motorcycle GmbH, to Aprilia in accordance with the
Share Purchase Agreement dated April 14, 2000 as modified and integrated by
the Letter Agreement of August 3, 2000.

Page 3

* Total proceeds from the sale were Lit. 79,500 million. In accordance
with the Share Purchase Agreement, Aprilia 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 were placed in escrow to cover any claims
Aprilia 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 were to be released to the Company in two
tranches: Lit. 7,000 million was to be released on September 8, 2001; and
Lit. 2,375 million is to be released on September 8, 2007. In June 2001,
Aprilia made claims against the escrow accounts and obtained a payment of Lit.
7,611 million from the escrow accounts. The Company is disputing the claims
and has commenced arbitration procedures, as provided for in the Share
Purchase Agreement.

* IMI, the Company's investment adviser in connection with the sale, acted
as fiduciary for the closing. At the Closing, but without the prior approval,
knowledge or consent of the Company, IMI was paid Lit. 11,401 million, in
respect of fees and expenses claimed by IMI to be due it under its engagement
letter with TRG and OAM. The fiduciary agents also paid Studio Carnelutti,
the Company's Italian legal counsel, Lit. 505 million and paid the balance of
the proceeds of Lit. 60,293 million to the Company. Since early July 2000,
the Company and TRG have disputed IMI's interpretation of the calculation of
the fee due it under its engagement letter, following indication by IMI of its
basis of calculation. The dispute relates to the respective interpretations
of the Company, TRG and IMI of the term "Total Transaction Value" as that term
is used in the engagement letter. Since that time, the Company and TRG
discussed and sought to negotiate with IMI concerning its alleged amount of
the fee. IMI refused to engage in negotiations and did not present any
calculation of the fee to the Company or TRG prior to the closing. After the
closing and actual payment to IMI of the alleged fee, IMI then presented a
calculation and an invoice to the Company for fees and expenses alleged by IMI
to be due it under the engagement letter in the amount of Lit. 11,401 million.
In addition to disputing the amount of the fee paid to IMI, the Company
believes that IMI had no right to cause its fee to be deducted from the sale
proceeds, as the Company was not a party to the engagement letter, and did not
consent to any such deduction. On February 11, 2002 the Company brought a
suit against IMI before the Civil Section of the Court of Milano, seeking
reimbursement of Lit. 8,766 million (approximately US$4,253,000) of the Lit.
11,401 million (US$5,532,000) paid to IMI at the closing. The first hearing
in the case is scheduled for May 27, 2002 and as at March 11, 2002 IMI has not
yet filed its defenses.

* 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.

Approval of the Sale of the Operating Subsidiaries by the Company's
Stockholders

* On July 22, 2000 the Company's Proxy Statement dated July 20, 2000
relating to the proposed sale of the operating subsidiaries and the change of
the Company's name to Centerpoint Corporation was mailed to all of the
Company's Class A common stockholders of record as of July 18, 2000, the
record date for the special meeting of stockholders to consider such
proposals. The special meeting of the Company's stockholders to consider the

Page 4

proposals was held on August 11, 2000. 4,399,784 shares of the Company's
Class A common stock were represented in person or by proxy, representing
73.34% of the Company's issued and outstanding shares of Class A common stock
on the record date, thereby constituting a quorum.

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

Execution and Delivery by the Company of the Share Purchase Agreement

* On April 14, 2000, the Company signed the Share Purchase Agreement in
which it agreed to sell its four operating subsidiaries (Moto Guzzi S.p.A.,
MGI Motorcycle GmbH, Moto Guzzi France S.a.r.l. and Moto Guzzi North America,
Inc.) to Aprilia for Lit. 71.5 billion (approximately US$35.2 million) plus or
minus the amount by which the subsidiaries' net worth at April 30, 2000 is
more or less than their net worth at December 31, 1999. In addition, Aprilia
agreed to satisfy debts of the subsidiaries to the Company totaling
approximately Lit. 2.1 billion (approximately US$1.0 million) and to cause OAM
to be released from a Lit. 4 billion (approximately US$1.9 million) guarantee
of obligations of the subsidiaries. Because the proposed sale of the four
subsidiaries was a sale of substantially all of the Company's assets, the sale
was subject to approval of holders of a majority of the Company's outstanding
Class A common stock.

* Further details concerning the terms and conditions of the Share Purchase
Agreement and the sale, the background of the sale, and the reasons for the
sale and other details concerning the sale are contained in the Company's
Schedule 14A as filed with the Commission on July 20, 2000, which is hereby
incorporated herein by reference.

Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration

* Pursuant to the terms, and subject to the conditions, of the Share
Purchase Agreement and the Escrow Agreement relating to the sale of Moto
Guzzi's operating subsidiaries, Lit. 9,375 million of the proceeds of the sale
were placed into escrow.

* By letter dated December 21, 2000, legal counsel for Aprilia filed a
claim against Centerpoint under the Share Purchase Agreement alleging (i) that
it had failed to receive a resignation and release from Mr. Roeth, an
executive and director of MGI Motorcycle GmbH, and (ii) that the campaign
recall with respect to certain Moto Guzzi motorcycles was more critical than
that forecast in the Management Date Financial Statements and August 3, 2000
letter. By letter dated February 5, 2001 Centerpoint's Italian legal counsel
responded to the December 21, 2000 letter specifically denying the alleged
claims and requesting that the parties meet to negotiate a release of the
escrow funds, as provided for in the August 3, 2000 letter.

* On June 4, 2001 Aprilia's legal counsel sent a letter to Centerpoint
which reiterated the claims in its December 21, 2000 letter and alleged the
following: (i) that the cost of the recall campaign was estimated by Aprilia
to be approximately Lit. 4,500 million, which exceeded the Management Date
Financial Statement amount with respect to the recall campaign by Lit. 2,676
million, (ii) that technical problems related to various motorcycles were
likely to cost Aprilia approximately Lit. 5,308 million, and that such

Page 5

technical problems had not been disclosed to Aprilia in connection with the
sale of the Moto Guzzi operations to Aprilia, and that Aprilia was entitled to
reimbursement of such costs, (iii) that Aprilia was entitled to reimbursement
of Lit. 148.5 million incurred by Aprilia in connection with the termination
of Mr. Roeth, an executive of MGI Motorcycle GmbH, (iv) that Aprilia was
entitled to reimbursement of Lit. 378 million in respect of unjustified credit
notes issued by MGI Motorcycle GmbH in favor of dealers and distributors, and
(v) that breaches of accounting principles by Moto Guzzi North America
entitled it to claims against Centerpoint in the amount of Lit. 1,100 million
(collectively with (i), (ii), (iii) and(iv), the "Alleged Claims").

* On July 13, 2001 Centerpoint's Italian counsel sent a letter to Aprilia's
counsel contesting all of the Alleged Claims.

* By letter dated July 13, 2001 Aprilia requested that IMI, the escrow
agent under the Escrow Agreement, pay them Lit. 7,611 million in respect of
the Alleged Claims. On July 26, 2001, in spite of being aware of Centerpoint
contesting of each of the Alleged Claims and its intention to seek
arbitration, IMI advised Centerpoint that it had paid Lit. 7,611 million from
the escrow account to Aprilia in respect of the Alleged Claims.

* Pursuant to the Share Purchase Agreement and Escrow Agreement, each of
which provides that disputes among the parties be arbitrated, the Company
filed with the International Arbitration Court of the International Chamber of
Commerce a Request for Arbitration in Accordance with Article 4 of the ICC
Rules of Arbitration relating to the Alleged Claims and the payment by IMI.
Subsequent to the Company's filing, a committee was formed in Milano, Italy to
hear the case. The company is requesting restitution of the Lit. 7,610
million (approximately US$3,692,000) paid to Aprilia, plus interest and costs.
The Arbitration committee was constituted on November 16, 2001, and a decision
is expected to be rendered within twelve to eighteen months of the original
filing date.

Issuance and Redemption of Series B Preferred Stock by the Company

* On February 25, 2000, the Company issued 123,500 shares of a new Series B
Preferred Stock to Fineco, an Italian institutional investor, and affiliates
of Fineco, Trident Rowan, OAM, and William Spier, a director of the Company,
and Wheatley Partners LP and Wheatley International Partners LP, each of which
is an affiliate of Barry Fingerhut, a director of the Company, for US$100 per
share (an aggregate price of US$12,350,000). The shares were issued as
follows: (i) 60,000 shares to Fineco and its affiliates for cash, (ii) 35,000
shares to Trident Rowan for cash, (iii) 16,000 shares to OAM in repayment of
outstanding loans due to OAM, (iv) an aggregate of 10,000 shares to Wheatley
Partners and Wheatley International Partners, in repayment of loans made by
them to the Company, and (v) 2500 shares to Mr. Spier in repayment of loans
made by him to the Company.

* The holders of the Series B Preferred Stock were entitled to receive
dividends at the rate of US$7.00 per share per year before any dividends may
be paid with regard to the Company's Class A Common Stock, and to receive
distribution of US$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 US$100 per
share plus accrued dividends on December 28, 2001. Holders of Series B
Preferred Stock did not have voting rights, except the right to approve
issuance of securities of the Company which would affect the Series B
Preferred Stock and the incurrence of debt by the Company, other than
refinancing of existing debt or lines of credit used by the Company to finance
its day-to-day operations.

Page 6

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

* Upon the occurrence of an event of default the dividend on the Series B
Preferred Stock increased to US$10 per share per year, the conversion price of
the Series B Preferred Stock reduced to US$2 per share of the Company's Class
A Common Stock, the holders of the Series B Preferred Stock would become
entitled to elect a majority of the Company's directors and the Company would
be required to redeem the Series B Preferred Stock for its liquidation
preference (US$100 per share, plus accrued dividends).

* In July 2000, the Company entered into an agreement with the Series B
preferred stockholders in which it agreed to redeem the Series B preferred
stock by September 30, 2000 in exchange for their agreement not to convert
their Series B preferred stock into Class A common stock prior to that date.

* The Company closed on the sale of its operating subsidiaries on September
7, 2000 and in the last week of September 2000 it redeemed in full all
outstanding shares of Series B Preferred Stock for a price equal to US$100 per
share plus accrued dividends thereon, for a total of approximately US$ 12.6
million (approximately Lit. 28,300 million at the prevailing exchange rate).

The Company's Agreement with Trident Rowan and OAM to present a liquidation
proposal to its stockholders following the Closing of the sale of its
operations to Aprilia; Search for and evaluation of alternatives to
liquidation; Investment of proceeds from sale.

* The Share Purchase Agreement contained a condition that OAM (the holder
of approximately 58% of the Company's Class A Common Stock) agree to vote its
shares of the Company's capital stock for the sale, and by letter to Aprilia
dated April 14, 2000, OAM agreed to vote its shares for the sale.

* In order to induce OAM to deliver its letter to Aprilia, the Company
agreed with OAM and TRG by letter dated April 14, 2000 (the "April 14th
letter") that, among other things, it would pay IMI's fees in connection with
the sale. The April 14th letter was amended on June 8, 2000 to provide, among
other things, that the Company would, as promptly as practicable after the
closing of the sale, 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 of the Company's assets and dissolve the Company. The date for
proceeding to propose a liquidation was subsequently extended by TRG and OAM
to July 15, 2001.

* During 2001, the Company, with the consent of TRG and OAM, continued to
seek a business with which to merge or acquire and in June 2001 engaged the
investment banking firm of Investec Ernst & Co. to assist the Company in its
evaluation of strategic alternatives, including potential acquisitions and
investments.

* The Lit. 60,293 million net proceeds received by the Company from the
sale was applied first to payment of amounts due for transaction expenses in
connection with the sale and other payables and obligations estimated in the
aggregate to be approximately Lit. 2,700 million and second to the redemption
prior to September 30, 2000 of all outstanding shares of Series B preferred
stock plus accrued dividends thereon, for a total of approximately US$ 12.6
million (approximately Lit. 28,300 million at the prevailing exchange rate).
This left the Company with approximately Lit. 29,300 million in cash and

Page 7

rights, subject to any claims of Aprilia, to the Lit. 9,375 million being held
in escrow and whatever it realizes on its claims against IMI. Approximately
Lit. 28,000 million of these proceeds were invested in short-term fixed income
Euro denominated securities pending the Company's evaluation of the
alternatives available to it with respect to such funds.

* In June 2001, the Company liquidated its short-term Euro denominated
investments and transferred all the funds that it held in Italy to the United
States to be held in a US$ denominated account. This transfer of funds was
effected as all the potential acquisitions and investments that the Company
was looking at were based in the United States.

Loan to TRG

* Trident Rowan's 5% Convertible Debentures in an aggregate amount of US$
6,250,000 were scheduled to come due in December 2001. In order to enable TRG
to pay off the Debentures on favorable terms, on June 13, 2001 the Company,
TRG and OAM entered into a loan agreement (the "TRG Loan Agreement") wherein
subject to the terms and certain conditions set forth therein the Company
agreed to lend TRG US$4,200,000 (the "TRG Loan"). On June 13, 2001 the
Company made the TRG Loan and on June 15, 2001 TRG paid the holders of
US$6,000,000 of the Debentures US$4,207,500 in cash, which the Debenture
holders accepted as payment in full on the Debentures (including past due
interest), representing a 31.5% discount from their face value. In June 2001,
the holder of the remaining US$250,000 in Debentures accepted US$218,750 as
payment in full with respect to such Debentures.

* In connection with the TRG Loan, TRG executed and delivered to the
Company the US$4,200,000 TRG Promissory Note. The TRG Loan bears interest at
a rate of 5 % per annum, is repayable in full on the earlier of June 13, 2002
and the date on which TRG causes or permits a liquidation of the Company, and
is secured by the 300,000 shares of the Company's common stock currently owned
by Trident Rowan. In connection with the TRG Loan, OAM also entered into a
Limited Recourse Guaranty Agreement (the "OAM Guaranty") wherein it guaranteed
TRG's obligations under the TRG Loan Agreement. OAM's liability under the OAM
Guaranty is limited to the value of 1,200,000 of the Company's shares held by
OAM.

* On January 15, 2002, the Company assigned the US$4.2 million dollar TRG
Promissory Note, and rights under the related loan agreements, to Bion, as
partial consideration for the purchase of the 19,000,000 Bion Shares purchased
on that date.

Board Approval of the Bion Investment and Bion's Acquisition of Control of the
Company

* In December 2001, the Board of the Company met to evaluate the
alternative strategies and investments available to the Company. Investec
Ernst & Co., who had been hired in June 2001 to assist in this process,
presented to the Board their conclusions on a number of potential investments.
After review of the possible investments, the Board resolved that making the
Bion Investment was in the best interests of the Company and approved such
investment subject to receipt of a fairness opinion from a financial firm
acceptable to the Board and receipt of advice from the Company's counsel
concerning legal due diligence and determination by the Board that the results
of legal due diligence did not affect the Company's determination that the
investment was in the best interests of the Company. The Company duly
received a fairness opinion from Joseph Stevens & Company, Inc. and advice
concerning the results of legal due diligence and in a Board meeting in late
December approved and confirmed the approval of the Bion Investment.

Page 8

* The Board also resolved to approve the purchase by Bion of 3,459,997
shares (approximately 57.7%) of the Company's stock from OAM. Such approval
was required by TRG and OAM as a condition to their waiver of their rights to
cause a liquidation of the Company and release of the Company from such
obligations, the obtaining of which was a pre-condition to the Company's
ability to make the Bion Investment.

* In determining to approve the Bion Investment the Board considered a
variety of factors, including the following, each of which weighed in favor of
making the Bion Investment:

(i) Bion's historical stock prices and operating performance;

(ii) Bion's future prospects and expected future operating performance;

(iii) historical information concerning the business, financial
performance and condition, management, competitive position other potential
investments and acquisitions located by Investec including the future
prospects and expected future operating performance and historical stock
prices and operating performance of such companies;

(iv) the fact that substantially all of the indebtedness of Bion would
automatically be converted into Bion common stock as a result of the Bion
Investment; and

(v) the fact that the approval was subject to the receipt by the Board
of a Fairness Opinion from Joseph Stevens & Co.;

(vi) historical trading prices for the Company's Common Stock following
the sale of the Moto Guzzi operations through December 2001; and

(vii) the fact that the Board believed that making the Bion Investment
would likely result in stockholders of the Company receiving greater value
than they would receive if the Company were liquidated.

In reaching its conclusions board also considered the following potentially
negative factors:

(viii) the various risk factors that Bion and its business are subject to
set forth in Bion's Registration Statement on Form S-2 as filed with the SEC
on April 13, 2001;

(ix) the fact that OAM, the majority stockholder of the Company would
be selling all of its Centerpoint shares to Bion in a privately negotiated
transaction, and accordingly will not be participating in the Bion Investment;

(x) the fact that the Company's minority stockholders would not have
an opportunity to participate in the OAM Bion transaction; accordingly, the
minority stockholders are being treating differently than OAM, the majority
stockholder;

(xi) the fact that certain members of the Board of Directors of the
Company had substantial conflicts of interest with respect to the Bion
Investment that had been disclosed to the Board; accordingly two Directors
abstained with respect to approving or disapproving the Bion Investment;

(xii) the fact that the Bion Investment would operate to substantially
reduce the exercise prices contained in various warrants issued by Bion.

Page 9

After weighing and considering the various factors, the Board determined that
the positive factors with respect to the Bion Investment substantially
outweighed the potentially negative factors and concluded that the Bion
Investment was in the best interests of the Company and its stockholders.

Bion Investment; Bion's Acquisition of Control of the Company

* On January 15, 2002, the Company purchased 19,000,000 shares of
restricted stock of Bion, a publicly-held Colorado corporation, in exchange
for approximately US$8.5 million in cash, the US$4.2 million TRG Promissory
Note, including accrued interest, and the assignment of 65% of the Company's
Claims With Respect to the Escrow and Claims Against IMI. Immediately upon
consummation of this transaction, Bion purchased a 57.7% majority interest in
the Company from OAM. The total consideration paid by Bion consisted of (i)
US$3,700,000 in cash, (ii) the assignment of the US$4.2 million TRG Promissory
Note (including accrued interest) and related loan agreements, (iii) the
assignment of the 65% interest in the Company's Claims Against Aprilia and
Claims Against IMI, (iv) the issuance of 1,000,000 shares of Bion common
stock, and (v) the issuance of a warrant to acquire 1,000,000 shares of Bion
at a price of US$0.90, with an expiration date of January 10, 2007.

* Under the Subscription Agreement relating to the Bion Investment and
related Registration Rights Agreement, Bion agreed among other things (i) file
with the SEC a Registration Statement with respect to the Bion Shares, as soon
as practicable, and within 90 days of the Company's filing with the SEC of its
December 31, 2001 Form 10-K, and to use its best efforts to cause such
Registration Statement to be declared effective as soon as practicable
thereafter, (ii) to use its best efforts to cause all or a substantial portion
the Bion Shares to be distributed to the Company's common stockholders in a
tax efficient manner in accordance with applicable law, and (iii) to use its
best efforts to hold an Annual Meeting of Bion Shareholders during 2002, in
accordance with its by-laws and applicable law. It is expected that the
distribution will occur during the second half of calendar 2002. When that
distribution occurs, approximately 11,000,000 of Bion's shares will be
distributed back to Bion. Bion has advised the Company that it intends to
cancel such shares. Despite Bion's best efforts, there can be no assurance
that the registration and distribution of the Bion shares will occur in a
timely manner or occur at all.

* On March 14, 2002, the Company and Bion entered in an agreement effective
January 15, 2002 where the Company will pay $12,000 a month for management
services, support staff and office space. In addition, Bion will advance to
the Company sums needed to cure its delinquencies with the SEC, distribute
Bion shares to its shareholders, to locate and acquire new business
opportunities and for on-going expenses. Bion shall have no obligation to
make any advances in excess of $500,000. All sums due Bion shall be evidenced
by a convertible revolving promissory note. As additional consideration, Bion
shall receive a warrant to purchase 1,000,000 shares of the Company's common
stock at $3.00 per share until March 14, 2007.

Summary of Bion's Business; Additional Information Concerning Bion's Business;
Risk Factors

* Bion Environmental Technologies, Inc. is an environmental service company
focused on the needs of confined animal feeding operations. Bion is engaged
in two main areas of activity: waste stream remediation and organic soil and
fertilizer production. Bion's waste remediation service business provides
confined animal feeding operations (primarily in the swine and dairy
industries) with treatment for the animal waste outputs. In this regard, Bion

Page 10

treats their entire waste stream in a manner which cleans and reduces the
waste stream thereby mitigating pollution of the air, water (both ground and
surface) and soil, while creating value-added organic soil and fertilizer
products. Bion's soil and fertilizer products are being used for a variety of
applications including school athletic fields, golf courses and home and
garden applications.

* Bion's Nutrient Management System (NMS) solution is a patented biological
and engineering process that treats water, nutrient and air pollution
associated with animal waste. The system also provides a use for the waste
materials and solids by biologically converting them into environmentally
friendly, time-release organic-based solids which are the basis of Bion's
organic soil and fertilizer business segment. Bion's BionSoil and Bion
Fertilizer product lines contain a unique mix of organic nutrients, bacteria
and other microbes that extensive testing has shown produces superior plant
growth with reduced leaching of nutrients when compared to traditional
chemical fertilizers.

* Bion's business is more fully described in its Form 10-K (as amended) for
the fiscal year ended June 30, 2001 as filed with the SEC, and in other
documents filed with the SEC.

Changes in the Company's Management and Board of Directors following the Bion
Investment and Bion's Acquisition of Control of the Company

* The Bion Investment and Bion's acquisition of control of the Company were
consummated on January 15, 2002. On January 24, 2002, David Mitchell was
elected as the Company's President and CEO. David Mitchell is a founder,
stockholder, option holder, former CEO of the Company and currently is the
only director of the Company. Mr. Mitchell is also the Chairman, CEO and a
principal stockholder and warrant holder of Bion. Following the Bion
Investment and Bion acquisition of Centerpoint shares, all of the Company's
directors, other than David Mitchell resigned from their positions on the
Company's Board of Directors. William Spier, one of the Company's Directors
until he resigned on January 24, 2002, sits on Bion's advisory board. On
January 21, 2002, Howard Chase, a director of the Company until he resigned on
January 15, 2002, joined the Board of Directors of Bion.

HISTORY OF THE COMPANY

Corporate History

* The Company was originally incorporated in Delaware on August 9, 1995
under the name of North Atlantic Acquisition Corporation ("North Atlantic") 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, North Atlantic 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
North Atlantic of approximately US$8,000,000.

Page 11

1999 Merger with Moto Guzzi Corp.

* On August 18, 1998, TRG's subsidiary, Moto Guzzi Corp. ("Guzzi Corp."),
and for limited purposes TRG, entered into a merger agreement to merge Moto
Guzzi Corp. with the Company. The preferred stockholders of Guzzi Corp. were
also a party to the merger, which was consummated on March 5, 1999. At the
effective time of the merger, the Company had approximately US$8.9 million
(Lit. 16,006 million) in cash, from which merger expenses of approximately
US$0.8 million (Lit. 1,400 million) were subsequently paid, to finance the
operations of Moto Guzzi. On completion of the merger, the Company changed
its name to Moto Guzzi Corporation. The closing of the merger provided needed
liquidity to Guzzi Corp. A lack of liquidity had led to component supply
shortages in the last quarter of 1998 and the first two months of 1999.

* Production and sales were stabilized by May 1999 as proceeds from the
Merger were applied to pay supplier arrears. The financing from the merger
was not, however, sufficient to finance needed investments or seasonal working
capital shortages in the last four months of 1999, and the Company again
experienced component supply difficulties at the end of 1999 and particularly
in the first months of 2000 before further financing was obtained in February
which enabled operations to be maintained through to their disposal. See
"Issuance and Redemption of Series B Preferred Stock by the Company," above.

* Guzzi Corp. was a Delaware corporation formed by Trident Rowan in 1996 to
acquire Moto Guzzi S.p.A. and Moto Guzzi North America, Inc., a North Carolina
corporation, the exclusive U.S. importer and distributor of "Moto Guzzi"
(Registered) brand motorcycles and spare parts.

* Established in 1921, Moto Guzzi S.p.A. is one of the oldest motorcycle
brands in the world. Between 1921 and 1996, Moto Guzzi S.p.A. operated as an
independent privately owned entity. In 1972, Moto Guzzi S.p.A., was acquired
by Trident Rowan, then known as De Tomaso Industries, Inc. Because management
attention was principally focused on Trident Rowan's other operating units,
especially its Maserati automobile subsidiary (disposed of in 1993), limited
investment was made in Moto Guzzi's product design and development activities
and its manufacturing operations. Sales declined from a high of 46,487 units
in 1971 to 3,274 units in 1993.

* Prior to the merger with the Company in March 1999, Moto Guzzi
experienced continuous losses for twelve years and had not generated cash from
operations for over three years. Since 1994, Moto Guzzi has made investments
in reinforcing management and in logistical and production control systems and
has increased outsourcing of components to qualified suppliers. It also
introduced two new models, the "Centauro" and "Quota," and updated versions of
its "California" and "Nevada" models which were well received by customers.
Moto Guzzi North America, Inc. was acquired by Trident Rowan in January of
1996 and was transferred to Moto Guzzi Corp. in October 1996. In February
1997, Moto Guzzi France S.a.r.l., a new wholly-owned importer-distributor was
established in France to strengthen distribution in important markets. Also,
in January 1997, distribution in Germany was transferred to a new 25% owned
affiliate of Moto Guzzi, MGI Motorcycle GmbH. In March 2000, Moto Guzzi
acquired the remaining 75% of MGI Motorcycle GmbH. From 1994 to 1997 Moto
Guzzi increased unit sales from approximately 4,300 to approximately 5,600.
In the fiscal years ended December 31, 1998, and December 31, 1999, unit sales
amounted to 5,647 units, and 6,275 units, respectively, although Moto Guzzi
continued to operate at a loss.

Page 12

* From 1994 through 1996, capital for Moto Guzzi was supplied by TRG. In
early January 1997, a private placement of Guzzi Corp. redeemable preferred
stock raising gross proceeds of US$6 million was completed, and in June 1997
TRG committed to Guzzi Corp. approximately US$4 million from the proceeds of a
public offering of TRG's common stock and common stock warrants. Further, in
early 1998, Guzzi Corp. negotiated a Lit. 10 billion (approximately US$5.6
million) long-term credit facility, which it drew down in April 1998. From
and after December 31, 1998, Moto Guzzi was not in compliance with certain
covenants relating to this facility. Moto Guzzi Corp. obtained Lit. 7 billion
of additional debt financing in October 1998 as a result of loans and credit
enhancements by OAM.

* With the proceeds from these financings, Moto Guzzi started to make
investments in research and model development, expenditures on which more than
doubled in 1997 compared to 1996 and increased by a further 39% in 1998
compared to 1997. To enable substantial further growth in production and
sales, the Moto Guzzi strategic plan would have required total investments in
research and product development of some Lit. 50 billion (approximately US$25
million) over a five-year period, as well as investments of Lit. 20 billion
(approximately US$10 million) in production plant, machinery and information
systems. As a consequence of Moto Guzzi's continuing lack of liquidity, no
significant part of these investments was ever made, and research and
development was curtailed in 1999 to some 66% of 1998 expenditure levels.

* The proceeds of the merger with the Company were not sufficient to permit
Moto Guzzi to make all of the investments needed to restore its operations to
profitability. The Company and Trident Rowan had hoped that the merger with
the Company and the listing of the merged entity on the over-the-counter
market in New York would have given access to the additional capital required,
and would have provided an incentive to management and key personnel through a
stock option plan. Moto Guzzi was, however, unable to raise the further funds
that it required, and by August 1999, was again experiencing liquidity
difficulties. By the end of 1999, these financial difficulties had become
severe, and the consequent difficulties of component supplies threatened
operations.

* In December 1999, following the breakdown of negotiations with another
motorcycle company regarding an equity investment in Moto Guzzi, TRG engaged
IMI, a leading Italian investment bank, to pursue strategic alternatives to
enhance shareholder value in its shareholding. An auction process was
conducted by IMI in the first few months of 2000, and on April 14, 2000, the
Company entered into a Share Purchase Agreement with Aprilia, and in September
2000, the Company closed the sale to Aprilia of its four operating
subsidiaries.

BUSINESS OF THE COMPANY

* Following the sale of the Moto Guzzi operations to Aprilia in September
2000, the Company has not engaged in any operations. As described above, the
Company invested the proceeds from the sale of Moto Guzzi in short term Euro
denominated fixed interest securities and then in bank deposits in the United
States while it sought potential investment or acquisition opportunities.
Against interest income earned on its cash and fixed interest securities, the
Company has incurred only compliance costs (tax, audit and legal) and also
legal costs in connection with rights and claims deriving from the sale of the
Moto Guzzi operations as described above.

Page 13

* Under the Subscription Agreement relating to the Bion Investment and
related Registration Rights Agreement, Bion has agreed among other things to
(i) file a with SEC a Registration Statement with respect to the Bion Shares,
as soon as practicable, and within 90 days of the Company's filing with the
SEC of its December 31, 2001 Form 10-K, and to use its best efforts to cause
such Registration Statement to be declared effective as soon as practicable
thereafter, (ii) to use its best efforts to cause all or a substantial portion
of the Bion Shares to be distributed to the Company's common stockholders in a
tax efficient manner in accordance with applicable law, and (iii) to use its
best efforts to hold an Annual Meeting of Bion Shareholders during 2001, in
accordance with its by-laws and applicable law. It is expected that the
distribution will occur during the second half of calendar 2002. When that
distribution occurs, approximately 11,000,000 of Bion's shares will be
distributed back to Bion. Bion has advised the Company that it intends to
cancel such shares.

* As of the date of this report, the [sole] assets of the Company are the
19,000,000 Bion Shares and the 35% of the Claims With Respect to the Escrow
Account and Claims Against IMI retained by the Company.

* Bion's business is described in its Form 10-K (as amended) for the fiscal
year ended June 30, 2001 as filed with the SEC, and in other documents filed
by Bion with the SEC.

* Bion's business and its continuation of operations are subject to
numerous risk factors, including those set forth in Bion's Registration
Statement on Form S-2, as filed with the SEC on April 13, 2001 and as amended.

* Once all or a substantial portion of the Bion Shares are distributed to
the Company's stockholders the Company will have only nominal assets and will
effectively be a publicly-held shell corporation. The Board of Directors will
evaluate what, if any business opportunities are available to the Company,
following such distribution

ITEM 2. PROPERTIES

The Company disposed of all of its real property when it disposed of the Moto
Guzzi business to Aprilia.

Following the Bion transaction, the Company moved its head offices to Bion's
offices at 18 East 50th Street, New York, NY 10022. The Company will pay Bion
a monthly fee of $12,000, a portion of which is for the rent of these offices.

ITEM 3. LEGAL PROCEEDINGS

Pursuant to the Share Purchase Agreement and the Escrow Agreement relating to
the sale of Moto Guzzi's operating subsidiaries, Lit. 9,375 million of the
proceeds of the sale were placed into escrow.

In December 21, 2000 and June 2001, legal counsel for Aprilia filed claims
against the Company under the Share Purchase Agreement alleging various
breaches of representations and warranties by Company.

Page 14

On July 23, 2001, in spite of being aware of the Company contesting of each of
the alleged claims and its intention to seek arbitration, IMI advised the
Company that it had paid Lit. 7,610 million from the escrow account to Aprilia
in respect of the alleged claims.

Pursuant to the Share Purchase Agreement and Escrow Agreement, each of which
provides that disputes among the parties be arbitrated, the Company filed with
the International Arbitration Court of the International Chamber of Commerce a
Request for Arbitration in Accordance with Article 4 of the ICC Rules of
Arbitration relating to the Alleged Claims and the payment by IMI. Subsequent
to the Company's filing, a committee was formed in Milano, Italy to hear the
case. The company is requesting restitution of the Lit. 7,610 million
(approximately US$3,692,000) paid to Aprilia, plus interest and costs. The
Arbitration committee was constituted on November 16, 2001, and a decision is
expected to be rendered within twelve to eighteen months of the original
filing date.

Further details concerning the alleged claims and proceedings are set forth
under "Aprilia Claims Under the Stock Purchase Agreement" above, which is
incorporated herein by reference.

At the September 7, 2000 closing of the sale of the subsidiaries, in
accordance with an invoice previously submitted to them by IMI, but without
the prior approval, knowledge or consent of the Company, IMI was paid Lit.
11,401 million, in respect of fees and expenses claimed by IMI to be due it
under its engagement letter with TRG and OAM. Since early July 2000, the
Company and TRG have disputed IMI's interpretation of the calculation of the
fee due it under its engagement letter, following initial indication by IMI of
its basis of calculation.

On February 11, 2002 the Company brought a suit against IMI before the Civil
Section of the Court of Milano, seeking reimbursement of Lit. 8,766 million
(approximately US$4,253,000) of the Lit. 11,401 million (US$5,532,000) paid to
IMI at the closing. The first hearing in the case is scheduled for May 27,
2002 and as at March 11, 2002 IMI has not yet filed its defenses

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

The information contained in "Approval of Sale of the Operating Subsidiaries
by the Company's Stockholders", above, is incorporated herein by reference.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's Class A Common Stock is currently quoted in the "Pink Sheets"
under the symbol "CPTX".

The following table sets forth the range of high and low closing trading
prices for the Company's Class A Common Stock for the fiscal years ended
December 31, 2001, December 31, 2000 and December 31, 1999, respectively,
quoted on the OTC Bulletin Board until May 23, 2001 and in the "Pink Sheets"
thereafter. The OTC Bulletin Board is an inter-dealer automated quotation
system sponsored and operated by the NASD for equity securities not included
in the Nasdaq system. Pink Sheets LLC is a privately owned company that
provides pricing and financial information for the over-the-counter securities
markets. Such over-the-counter market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily
reflect actual transactions.

Page 15

Set forth below are the trading prices for the Class A Common Stock during the
fiscal years ended December 31, 2001, 2000 and 1999, respectively:

Class A Common Stock

2001 LOW HIGH

First quarter $0.656 $1.625
Second quarter $0.25 $2.00
Third quarter $0.65 $1.50
Fourth quarter $0.1 $1.50

2000 LOW HIGH

First quarter $3.00 $6.906
Second quarter $2.00 $6.00
Third quarter $1.75 $2.625
Fourth quarter $0.563 $2.50

1999 LOW HIGH

First quarter $8.00 $11.625
Second quarter $6.9375 $9.375
Third quarter $4.031 $7.18750
Fourth quarter $3.531 $7.25

The Company did not pay any dividends during the 2000, 1999 or 1998 calendar
years.

As of March 15, 2002 there were approximately 110 stockholders of record of
the Company's common stock.

The Company did not pay any dividends during the 2000, 1999 or 1998 calendar
years. The Company does not anticipate paying any dividends on its Common
Stock for the foreseeable future, other than liquidating dividends, should it
determine to present a liquidation proposal to its stockholders, and should
such liquidation be approved by the Company's stockholders. Subject to the
above, management intends to retain earnings, if any, for use in its business
and to support development and expansion of the Company's business.

ITEM 6. SELECTED FINANCIAL DATA

The selected consolidated financial data set forth below for the fiscal years
ended December 31, 2000, 1999, 1998, 1997, and 1996 have been derived from the
Company's audited financial statements. The information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and such financial statements, including the notes
thereto, included elsewhere in this Form 10-K.

Page 16

Year ended December 31,
Income Statement Data 2000 2000 1999 1998 1997 1996
US$000(a) Lit.m Lit.m Lit.m Lit.m Lit.m
--------- -------- -------- -------- -------- -------

Net Sales(b) $ - - - - - -
Loss from continuing operations $ (1,497) (3,084) - - - -
Profit/loss from discontinued
operations(c) $ 23,623 48,694 (22,976) (20,299) (10,569) (1,996)
Net profit/loss $ 21,598 44,521 (22,976) (20,299) (10,569) (1,996)
Cash dividends per common share $ - - - - - -

Balance Sheet Data $ -

Net assets of discontinued
operations $ - - - - 13,030 6,824
Total assets $ 4,999 30,916 327 25 13,030 6,824
Net liabilities of discontinued
operations $ - - 11,932 6,432 - -
Long-term debt net of current
portion $ - - - - - -
Shareholders equity/deficit $ 14,590 30,074 (15,240) (21,104) (737) 6,697
Loss per share $ 3.73 7,681 (4,440) (6,101) (3,177) (1,300)
Continuing operations $ (0.35) (720) - - - -
Discontinued operations $ 4.08 8,401 (4,440) (6,101) (3,177) (1,300)

(a) Converted solely for the convenience of the reader at Lit. 2,061:
US$1.00, the approximate rate as at December 31, 2000.
(b) The Company disposed of the Moto Guzzi business operations, its only
business activity, in 2000. Accordingly, all operations prior to the
disposal date of September 7, 2000 have been reclassified as
discontinued operations.
(c) Includes US$27,661/Lit. 57,018 gain on disposal of Moto Guzzi
operations.

Exchange Rates

Since all of the production, and much of the sales, of the Company occurred in
Italy, the Company's primary financial statements are reported in Italian
Lira, the functional currency of the Company as defined by generally accepted
accounting principles. U.S. Dollar translations are provided solely for the
reader's convenience and have been made at the approximate rate of 2,061 Lira
to the dollar as of December 31, 2000.

Prior to September 1992, the Bank of Italy maintained the value of the Lira
within the narrow band contemplated by the Exchange Rate Mechanism (the "ERM")
of the European Monetary System (the "EMS"). On September 17, 1992, in
response to strong downward pressure on the exchange rate of the Lira against
other EMS currencies that continued despite intervention by the Bank of Italy
and the central banks of other nations participating in the EMS, the Italian
government, in consultation with the Bank of Italy, suspended the Lira from
the ERM. Following this suspension, the value of the Lira immediately
declined by approximately 20% against the main EMS currencies with similar
consequent depreciation against the U.S. Dollar. The Lira was readmitted into
the ERM on November 25, 1996. On January 1, 1999, Italy participated as one
of the 12 European countries in a European common currency, the Euro and the
conversion rate of 1936.27 Lire to the Euro was fixed. As at January 1, 2002,
the Euro replaced the Lire as the official currency in Italy.

Page 17

The following table sets forth, for the period indicated, the high, low,
average and end of period exchange rates expressed in Lira per dollar (rounded
to the nearest Lira):

Calendar Year High Low Average End of Period

2001 2,313 2,031 2,164 2,174
2000 2,340 1,874 2,103 2,061
1999 1,933 1,631 1,819 1,924
1998 1,823 1,590 1,733 1,656
1997 1,837 1,520 1,703 1,768
1996 1,606 1,499 1,542 1,522

Expressed in Euro since 1 January 2000 when the Lire/Euro rate was fixed at
Lire 1936.27 to the Euro, expressed in Euro per dollar (rounded to the nearest
Eurocent)

Calendar Year High Low Average End of Period

2001 1.19 1.05 1.12 1.12
2000 1.21 0.97 1.09 1.06

Fluctuations in the exchange rates between the Euro and the Dollar will affect
the Dollar equivalents of the Company's reported revenues and earnings. The
Company does not currently engage in hedging activities to reduce its exposure
to exchange rate fluctuations.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS

Portions of the discussion and analysis below contain certain "forward
looking" statements which involve risks and uncertainties. The Company's
actual results may differ significantly from the results discussed in the
forward looking statements. Factors that might cause such a difference
include, but are not limited to, lack of adequate capital to continue
operations, changes in currency exchange rates, other factors discussed in the
report as well as factors discussed in other filings made with the Securities
and Exchange Commission. Although the Company believes that the assumptions
underlying the forward looking statements contained herein are reasonable, any
of the assumptions could prove inaccurate, and therefore, there can be no
assurance that the forward looking statements included herein will prove to be
accurate.

General

On September 7, 2000, the Company disposed of its only business operations
with the sale of its motorcycle operations to Aprilia, as discussed in Item 1.
These have been accounted for as discontinued operations and the results of
operations for 2000 and prior years have been restated to reflect the
discontinuance.

Page 18

Results of operations

In 2000, continuing operations represent the period from September 8, 2000.
In this period, the Company received interest income on the investment of the
proceeds from sale, principally from the Euro denominated securities.
Selling, general and administrative expenses principally relate to tax,
accounting and legal compliance costs and the cost of director's and officer's
insurance. Finance expense for shares issued to TRG relates to the amount
charged to the income statement in respect of the 300,000 shares issued to TRG
as consideration for assistance in raising finance through the Company's
Series B Preferred Stock, issued in February 2000 and redeemed in September
2000. See Part I, above.

As all of the Company's activities in 1999 and 1998 were related to the
disposed motorcycle business, there are no income or costs from continuing
operations during these periods.

Discontinued operations in 2000 reflect the losses of the disposed
subsidiaries through June 30, 2000 (the effective date of accounting for their
disposal) and losses through to the disposal date of September 7, 2000 of the
Company. The Company recorded a gain on disposal of the motorcycle
operations of Lit. 57,018 million (US$ 27.7 million), as the sale price, which
reflecting the value of the Moto Guzzi brand, was higher than the book value
of the disposed operations.

Liquidity and Capital Resources

Significant cash activities in 2000

The most significant cash movements in 2000 relate to the financing of and
then disposal of the Company's motorcycle operations.

* The Company raised financing in February 2000 though issuance of Series B
Preferred Stock to support its motorcycle operations though their disposal.
See Item 1, above and Note 4 to the Financial Statements. Lit.18,329 million
of cash was raised, net of costs. Of this, Lit. 15,941 million was applied to
finance the motorcycle operations through their date of disposal and the
balance was applied to paying trade payables of the Company and to finance the
Company's operations, including payment of quarterly dividends on the Series B
Preferred Stock and payment of expenses related to the disposal process.

* Cash of Lit. 60,293 million was received from the disposal of the
motorcycle operations. See Item 1, above and Note 1 to the Financial
Statements. These proceeds were applied to the redemption of the Series B
Preferred Stock for Lit. 27,044 million, payment of accrued dividends to
redemption on the Series B Preferred Stock and payment of expenses due by the
Company - principally legal and other fees relating to the sale and payments
due for the termination of employment agreements of the Company's officers and
executives. The Company then applied the major part of remaining funds to
purchase short-term fixed interest Euro denominated securities for Lit. 27,998
million.

Future cash needs; application of liquidity after December 31, 2000

* In June 2001, the Company engaged the investment banking firm of Investec
Ernst & Co. to assist the Company in its evaluation of strategic alternatives.
As virtually all investments being examined were in the United States and none
were in Europe, the Company sold its short-term fixed interest Euro
denominated securities and transferred all its funds - approximately US$ 13.3
million - to the United States where they were held in U.S. Dollars.

Page 19

* On June 13, 2001, the Company made a loan of US$ 4.2 million to TRG. See
Part I above and Note 12 to the Financial Statements.

* In January 2002, as described above in Part I and Note 12 to the
Financial Statements, the Company used US$8.5 million substantially all of
its remaining funds at that date - as part of the consideration for the
subscription of 19,000,000 shares of Bion.

* At the time of the filing of this Report, the Company has approximately
US$10,000. In order to meet future costs, loans from Bion will need to be
made to the Company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and financial statement schedules are set forth on
pages F-1 through F-30 hereto.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board of Directors of the Company is divided into three classes.
Directors are elected, by class, for three-year terms by the holders of the
Company's Class A Common Stock at the annual meeting of stockholders.
Successors to the class of Directors whose term expires at any annual meeting
are elected for the next three-year term. The terms of office for the Class
I, Class II and Class III Directors, respectively, will expire at the annual
meeting of stockholders in 2000, 2001 and 2002, respectively.

The following table sets forth certain information regarding each Director as
of March 15, 2002, the date of this report:

Expiration of
Name Age Position Class Term as Director

David Mitchell(1) 40 President and CEO III 2002
and Director

(1) As the President and CEO of the Company, Mr. Mitchell performs policy
making functions for the Company and, pursuant to Rule 3b-7 of the
Exchange Act, is considered an "executive officer" of the Company.

David Mitchell was appointed as President and CEO of the Company on January
24, 2002, following Bion's acquisition of a controlling interest in the
Company. Mr. Mitchell was a founder of the Company and also served as Chief
Executive Officer of the Company from 1997 to March 5, 1999 and has been a
Director of the Company at all times since 1996. Mr. Mitchell is also
President, CEO and a Director of Bion, which acquired control of the Company
on January 15, 2002. Mr. Mitchell is also a principal equity holder of Bion.

Page 20

He also is President of Mitchell & Company, Ltd., a New York-based merchant
banking company founded by him in January 1991. Mr. Mitchell was a director
of Kellstrom Industries, Inc. until his resignation on February 20, 2002 and
Bogen Communications International, Inc. until his resignation on October 28,
1999, both of which are traded on the NASDAQ National Market. Mr Mitchell was
also a director of several private companies.

The following persons were Directors of the Registrant in the period from
January 1, 2000 through December 31, 2000.

Date of
Name Age Position Resignation

Mark S. Hauser(1) 44 Executive Chairman and January 15, 2002
Director (1)

Howard E. Chase 65 Director January 15, 2002

Barry Fingerhut 55 Director January 15,2002

Gianni Bulgari 65 Director January 15, 2002

Frank J. O'Connell 57 Director November 27, 2000

William Spier 65 Director January 24, 2002

(1) As the Executive Chairman of the Company, Mr. Hauser performed policy
making functions for the Company and, pursuant to Rule 3b-7 of the
Exchange Act, was considered an "executive officer" of the Company.

The resignations of the above Directors were not the result of any
disagreements with the Company on any matter relating to operations, policies
or practices. The resignations of each of Messrs. Fingerhut, Hauser, Bulgari
and Spier were pursuant to the change of control of the Company on January 15,
2002 when Bion Environmental Technologies Inc. acquired a controlling interest
in the Company's stock.

Mark S. Hauser became Executive Chairman of the Company on March 5, 1999 and
has been a Director of the Company since March 5, 1999. Mr. Hauser resigned
on January 15, 2002. He is currently the President and co-Chief Executive
Officer of Trident Rowan Group, Inc., a publicly held company, and the
Company's indirect majority stockholder prior to Bion's acquisition of shares
of the Company from OAM on January 15, 2002. Mr. Hauser has served in that
position since March 1998. Mr. Hauser is a Managing Director of FdG
Associates, a private equity fund. Mr. Hauser is an attorney and a founder
and Managing Director of Tamarix Capital Corporation, a New York-based
merchant and investment banking firm. Between 1986 and 1990, Mr. Hauser was
Managing Director of Ocean Capital Corporation, an international investment
banking firm. In 1991, Mr. Hauser founded Hauser, Richards & Company, also an
international investment banking firm.

Howard E. Chase served as a Director and as Secretary of the Company since
March 5, 1999 until his resignation on January 15, 2001. Mr. Chase has been a
Director of Trident Rowan Group, Inc., the Company's majority stockholder
prior to the acquisition of the Company by Bion on January 15, 2002, since
1971 and was President and Chief Executive Officer of Trident Rowan from
October 1995 to March 1998 and was Chairman of the Board of Directors of
Trident Rowan from March 1999 to September 1999. Mr. Chase was a partner of

Page 21

Morrison Cohen Singer & Weinstein, LLP from April 1984 until September 1995.
On January 21, 2002, Mr. Chase joined the Board of Directors of Bion. Mr.
Chase has been a Director of Thoratec Laboratories, Inc., a Nasdaq-traded
company, since 1987 and has been a Director of International Diamalt Co.,
Ltd., a U.K. based company since 1998. He is also President of Carett
Holdings, Inc., an asset management company.

Barry Fingerhut became a Director of the Company on March 8, 1999 and resigned
on January 15, 2002. Mr. Fingerhut is currently the President of Geo Capital
LLC, a privately held venture capital firm, and is a general partner of
Wheatley Funds, LP, also a privately-held venture capital firm. Mr. Fingerhut
is also a Director of VCampus, Inc. a publicly traded education company. Mr.
Fingerhut was a member of the Company's Compensation Committee.

Gianni Bulgari became a Director of the Company on March 5, 1999 and resigned
on January 15, 2002. Mr. Bulgari has been a Director of Trident Rowan Group,
Inc., since December 1999. Mr. Bulgari was a Chairman of the Board of FILA
Holdings S.p.A., maker of sportswear, from 1989 until April 1998. From 1966
through 1987 he served as Chairman of the Board and Chief Executive Officer of
"BULGARI", a family-owned jewelry business. Mr. Bulgari was a member of the
Company's Compensation Committee.

Frank O'Connell became a Director of the Company on March 5, 1999 and resigned
as a Director on November 27, 2000. Mr. O'Connell has been Chairman of the
Board of Gibson Greetings, Inc. since April 1997 and has been Gibson's Chief
Executive Officer and President since August, 1996. He was a business
consultant from May 1995 to August 1996. He served as the President and Chief
Executive Officer of SkyBox International, Inc., a trading card manufacturer,
from July 1991 to May 1995. Prior to joining SkyBox International, he was a
venture capital consultant from February 1990 to July 1991, and served as
President of Reebok Brands, North America from February 1988 to February 1990.

William Spier, one of the Company's Directors until he resigned on January 24,
2002, sits on Bion's advisory board.

William Spier became a Director of the Company on March 5, 1999 and resigned
on January 24, 2002. Mr. Spier was a director of Trident Rowan Group, Inc.
from May 2, 1997 to December 6, 1999, and served as its Chairman of the Board
from May 2, 1997 until March 1998. He is a founder and Managing Director of
Tamarix Capital Corporation. Mr. Spier has been a member of Bion's advisory
board since July 2001. From May 1991 until October 1996, he was chairman and
chief executive officer of DeSoto, Inc., a manufacturer of household cleaners
and detergents. DeSoto was acquired by Keystone Consolidated Industries,
Inc., a Texas-based manufacturer of steel and wire rods, of which Mr. Spier is
a Director. Mr. Spier is also currently the Chairman of the Board of
Directors of Geotek Communications, Inc., a wireless telecommunications
company, and acting chief executive officer and a director of Integrated
Technologies, Inc., a computer peripheral and telecommunications device and
software company. In June 1998, Geotek Communications filed for protection
from its creditors under Chapter 11 of the Bankruptcy Code. Until 1982 Mr.
Spier was Vice Chairman of Phibro-Salomon, Inc.

Each of Messrs. Chase, Hauser, Mitchell, O'Connell, and Spier is a Director of
a company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). None of the
other above-described persons is a Director of such a company or of any
company registered as an Investment Company under the Investment Company Act
of 1940.

Page 22

All of the current members of the Board of Directors who were directors in
2000 attended at least 75% of those meetings held in such year during their
term of service.

Executive Officers

The following table sets forth certain information concerning the executive
officers of the Company as of March 15, 2002.

Position Officer of the
Name Age with the Company Company since

David Mitchell (1) 40 President, CEO and Director January 24, 2002

David Fuller 45 Secretary and Principal January 24, 2002
Accounting Officer

(1) As the President and CEO of the Company, Mr. Mitchell performed policy
making functions for the Company and, pursuant to Rule 3b-7 of the
Exchange Act, was considered an "executive officer" of the Company.

Information concerning David Mitchell is set forth above under "Directors."

David Fuller was appointed as Secretary and Principle Accounting Officer of
the Company on January 24, 2002. Mr. Fuller also serves as Principle
Accounting Officer of Bion Environmental Technologies Inc., a public
environmental solutions company. From March 1994 to December 2000, Mr. Fuller
was the Chief Financial Officer of Hyman Beck & Company, Inc, an international
money management firm. From July 1991 to February 1994, Mr. Fuller was Senior
Financial Officer of Link Strategic Investors Inc., (and Bearbull Investment
Products (USA), its predecessor company) an international investment
management firm. From January 1989 to July 1991, Mr. Fuller was Controller of
Rayner & Stonington, L.P., a commodity trading company and a registered
commodity trading advisor. From October 1984 to December 1988 Mr. Fuller was
Controller and Assistant Treasurer of Gill & Duffus Inc., members of the
Coffee, Sugar & Cocoa Exchange, Inc. Mr. Fuller began his career in 1978 in
public accounting and is a member of the American Institute of Certified
Public Accountants and the New York Society of Certified Public Accountants.

The following table sets forth certain information concerning the executive
officers of the Company in the period from January 1, 2000 through January
2002, other than for Mr. Hauser which is listed in the table above.

Officer of the
Name Age Position with the Company Company from / to

Mark S. Hauser (1) 44 Executive Chairman 3/1999 to 1/2002

Mario Scandellari (2) 59 Chief Operating Officer 3/99 to 4/2000

Nick Speyer (3) 40 Chief Financial Officer 10/98 to 9/2000

Mario Tozzi-Condivi (4) 76 President Moto Guzzi S.p.A. 7/96 to 3/2000

John Porter (5) 49 President Moto Guzzi North 3/99 to 4/2000
America Inc.

______________

Page 23

(2) As the Managing Director of Moto Guzzi S.p.A., Mr. Scandellari performed
policy making functions for a significant subsidiary of the Company and,
pursuant to Rule 3b-7 of the Exchange Act, was considered an "executive
officer" of the Company.

(3) As the Chief Financial Officer of the Company, Mr. Speyer performed
policy making functions for the Company and, pursuant to Rule 3b-7 of
the Exchange Act, was considered an "executive officer" of the Company.

(4) Mr. Tozzi-Condivi passed away in March 2000. Mr. Tozzi-Condivi was the
President of Moto Guzzi S.p.A., from October 1998 to March 2000 and as
such performed policy making functions for a significant subsidiary of the
Company and, pursuant to Rule 3b-7 of the Exchange Act, was considered an
"executive officer" of the Company.

(5) As the President of Moto Guzzi North America Inc., Mr. Porter performed
policy making functions for a significant subsidiary of the Company and,
pursuant to Rule 3b-7 of the Exchange Act, was considered an "executive
officer" of the Company.

Pursuant to the Share Purchase Agreement with Aprilia, Aprilia assumed
management of the Company's operating subsidiaries as of May 1, 2000, and Mr.
Hauser, Mr. Scandellari and Mr. Porter resigned from the Company's operating
subsidiaries as of April 30, 2000. In accordance with the Share Purchase
Agreement, Mr. Speyer remained as a director of Moto Guzzi S.p.A. until the
closing of the sale of the operating subsidiaries to Aprilia was closed, which
took place on September 7, 2000.

The employment agreement with the Company of Mr. Hauser was terminated on
April 30, 2000 and Mr. Scandellari resigned as COO of the Company on the same
date. Mr. Speyer's employment with the Company, which was not governed by any
written agreement but based on verbal agreements with the board of directors,
terminated effective September 7, 2000 on the closure of the sale of the
operating subsidiaries to Aprilia.

Mark Hauser. The information on Mr. Hauser is set forth above.

Mario Scandellari. Mario Scandellari joined the Company in March 1999 as
Managing Director of Moto Guzzi S.p.A. Mr. Scandellari has had a successful
executive career both in the motorcycle industry, initially with Harley
Davidson and then Cagiva/Ducati, as well as in turnaround situations. Mr.
Scandellari was named Chief Operating Officer of the Company in May 1999.

Nick Speyer was the Chief Financial Officer of the Company since March 1999
through September 2000. From October 1998 to March 1999, Mr. Speyer was the
Chief Financial Officer of Moto Guzzi Corp. Mr. Speyer is a UK qualified
chartered accountant. He worked with Touche Ross and Ernst & Young in Italy
from 1989 to 1994. He had been a business consultant since 1995, working
principally with companies located in Italy and had worked with Trident Rowan,
an affiliate of the Company, since the end of 1995 in connection with Trident
Rowan's and Moto Guzzi's United States regulatory filings and reporting
systems.

Page 24

Mario Tozzi-Condivi served as Director of Moto Guzzi since July 1995 and as
President since July 1996; President of Maserati Automobiles Incorporated, the
Company's former subsidiary, from February 1989 until 1996; Chairman of the
Board of Maserati U.K. Ltd., 1986 to 1987; and has been an independent
consultant to automobile importers, distributors and dealers in England,
Italy, Singapore and South Africa, since 1984. Mr. Tozzi-Condivi passed away
in March, 2000.

John Porter joined Moto Guzzi North America Inc at the end of March 1999.
John is an experienced recreation industry executive with many years of
experience with Yamaha and in marketing and research studies in the sector.
John continued to work for Moto Guzzi North America Inc. following Aprilia's
assumption of the management of the operating subsidiaries on May 1, 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and any persons who own more than ten percent of the Class A
Common Stock or Series B Preferred Stock are required to file reports of
initial ownership of the Class A Common Stock or Series B Preferred Stock, as
the case may be, and subsequent changes in that ownership with the SEC.
Officers, directors and greater than ten percent beneficial owners are also
required to furnish the Company with copies of all Section 16(a) forms they
file. Based solely upon the review of the copies of the forms furnished to
the Company, or written representations from certain reporting persons that no
Forms 5 were filed late, the Company believes that during the fiscal year
ended December 31, 2000, the Section 16(a) filing requirements were complied
with, except for the following reports which were filed late by the following
persons: Trident Rowan Group, Inc. did not file a report in respect of the
300,000 shares issued to Trident Rowan in July 2000.

ITEM 11. EXECUTIVE COMPENSATION

The following tables and descriptive materials set forth information
concerning compensation earned for services rendered to the Company and its
subsidiaries by the Chief Executive Officer of the Company, and its four other
most highly compensated executive officers who were serving as executive
officers of the Company at April 30, 2000, immediately prior to Aprilia's
assumption of the management of the operating subsidiaries on May 1, 2000
(collectively, the "Named Executive Officers").

Summary of Compensation

The following table summarizes the compensation earned by the Named Executive
Officers during the fiscal years ended December 31, 2000, 1999 and 1998,
respectively.

Page 25

Summary Compensation Table

Securi- All
Other Res- ties Un- Other
Annual tricted derlying Compen-
Name and Principal Fiscal Compen- Stock Options/ sation
Position Year(1) Salary(2) Bonus sation(3) Award(s) SARs Payouts (2)
- --------------------- ------- --------- ------- --------- -------- --------- ------- -------

Mark S. Hauser
Executive Chairman (4) 2000 $60,000 - $246,691 - - - -
1999 $90,000 - $108,000 - - - -
1998 - - - - - - -

Mario Scandellari 2000 Lit.100m. - Lit.500m. - - - -
Chief Operating ($48,520) ($242,620)
Officer (5) 1999 Lit.300m. - - - - -
2000 ($155,925)
1998 - - - - - - -

Nick Speyer 2000 Lit. 48m. - $125,000 - - - -
Chief Financial and
Officer (6) $72,000
($95,290)
1999 Lit.120m. - - - - - -
and
$46,000
($108,370)
1998 $72,000 - - - - - -

Mario Tozzi-Condivi 2000 - - - - - - -
(7), President, Moto 1999 $96,238 $69,000 - - - - -
Guzzi S.p.A. 1998 $120,670 - - - - - -

John Porter (8) 2000 $30,000 - - - - - -
President, Moto Guzzi 1999 $90,000 $33,750 - - - - -
North America Inc. 1998 - - - - - - -
______________

(1) From its incorporation through March 5, 1999, the Company's fiscal year ended on August 31.
On March 5, 1999, in connection with the Merger, the Company adopted Moto Guzzi Corp.'s fiscal
year end of December 31. All compensation set forth herein is calculated as if the Company's
fiscal year for each of the years shown was December 31

(2) Lira amounts have been converted to dollars at the rate of 2,061 Lira per U.S. Dollar, the
approximate rate in effect on December 31, 2000.

(3) The aggregate amount of such compensation is less than the lesser of either $50,000 or 10% of
such person's total annual salary and bonus.

(4) Mr. Hauser has been the President and Co-Chief Executive Officer of Trident Rowan, the
ultimate parent company of the Company since March 1998. Prior to that he was a director of
Trident Rowan from May 1997. Compensation in 2000 is from January through August 31, when Mr.
Hauser's employment agreement was terminated. US$ 169,500 is included in other annual
compensation in respect of termination as well as $76,691 in respect of provision of office
space for the Company through August 2000.

(5) Mr. Scandellari joined the Company as the CEO of Moto Guzzi S.p.A. on March 5, 1999.
Compensation figures for Mr. Scandellari for 1999 are on an annualized basis. Mr. Scandelari's
employment agreement was terminated on April 30, 2000. Compensation for 2000 reflects the four
months to April 2000. Mr. Scandellari was paid Lit. 500 million (US$ 242,602) in respect of
the termination of his employment, included in other annual compensation.

Page 26

(6) Mr. Speyer joined the Company as the Chief Financial Officer of Moto Guzzi S.p.A. in October,
1998. Compensation figures for Mr. Speyer in 1998 are on an annualized basis. Compensation for
2000 is from January through September 30, when Mr. Speyer's employment was terminated. US$
125,000 is included in other annual compensation in respect of termination.

(7) Mr. Tozzi-Condivi was the President of Moto Guzzi, S.p.A. from July 1996 to March 2000. All
compensation shown above for Mr. TozziCondivi was paid by Moto Guzzi, S.p.A. through a
consulting contract with Como Consultants. Mr. Tozzi-Condivi passed away in March 2000. He
had been ill during the months preceding his death and had not performed any duties for Moto
Guzzi S.p.A. in 2000.

(8) Mr. Porter was the President of Moto Guzzi North America, Inc. All compensation shown above
for Mr. Porter was paid by Moto Guzzi North America, Inc. Compensation for 2000 is in respect
of the four months to April 30, 2000 when Aprilia assumed management responsibility for the
operations and results of Moto Guzzi's operating subsidiaries.

Grants of Stock Options

No award of stock options was made to the Named Executive Officers during the
year ended December 31, 2000.

In March, 1999, the Board of Directors of the Company authorized the issuance
of options to executives and other key employees of the Company's operating
subsidiaries to acquire up to 675,000 shares of Class A Common Stock in the
aggregate. However, no grants were ever awarded.

Exercise of Stock Options

The following table sets forth information concerning the exercise of stock
options during the year ended December 31, 2000 by each of the Named Executive
Officers and the fiscal year-end value of unexercised options.

Aggregated Option/SAR Exercises in Last Fiscal Year
FY-End Option/SAR Values

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY End (#) at FY End (#)
Shares ------------- -------------
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized($) Unexercisable Unexercisable
- --------------- ----------- ----------- ------------- -------------
Mark S. Hauser 0 $ 0 150,000 / 0 $0 / $0

Compensation of Directors

All Directors are reimbursed for any out-of-pocket travel expenses incurred by
them in attending meetings of the Board of Directors or committees thereof.
In addition, commencing as of March 5, 1999, and pursuant to the Directors
Plan described below, the independent Directors of the Company are granted
options to acquire 12,500 shares of Common Stock on January 2 of each year,
which options are exercisable immediately.

Page 27

On March 4, 1999, Mark S. Hauser entered into an employment agreement with the
Company and on March 5, 1999 each of Howard E. Chase, David Mitchell and
Emanuel Arbib entered into consulting Agreements with the Company. At the
time, Messrs. Chase, Mitchell and Arbib were Directors of the Company and Mr.
Hauser had been nominated to be a Director of the Company. In connection with
such agreements (i) Mr. Hauser was issued options to purchase 150,000 shares
of the Company's Common Stock, (ii) Mr. Chase was issued options to purchase
45,000 shares of the Company's Common Stock, (iii) Mr. Mitchell was issued
options to purchase 30,000 shares of the Company's Common Stock, and (iv) Mr.
Arbib was issued options to purchase 30,000 of the Company's Common Stock.
All of the options were exercisable immediately and until ten years after the
grant date. The exercise price with respect to all such options is $10.6875
per share.

The 1998 Stock Option Plan for Outside Directors ("The Directors Plan")
provides for the issuance of non-incentive options to Directors of the Company
to purchase up to an aggregate of 400,000 shares of the Company's Common
Stock.

Under the Directors Plan, all non-employee Directors, who were not at any
previous time an employee of the Company [or its affiliates], are eligible to
receive annually options to purchase 12,500 shares under the Directors Plan.
Newly appointed or elected non-employee directors receive a grant upon taking
office. Pursuant to the Directors Plan, an aggregate of 100,000 options under
this plan were granted to Directors of the Company on March 5, 1999, the date
of the Merger (37,500 of these options have since expired). Each Director of
the Company received options to purchase 12,500 shares of Common Stock at an
exercise price of $10.6875. All options were exercisable immediately and
until ten years after the grant date. 12,500 options were issued to each of
the independent Directors of the Company at the following exercise prices.

Date Exercise Price Independent Directors
- ---- -------------- ---------------------

January 2, 2000 $3.719 Messrs. Bulgari, Fingerhut, O'Connell
and Mitchell

January 2, 2001 $1.375 Messrs. Bulgari, Fingerhut and Mitchell

In February 2000, the Board of Directors granted options to purchase 50,000
shares of the Company's Common Stock, at an exercise price of $7.00 per share,
to Dr. Peter Hobbins, who was a Director of the Company from March 1999 to
July 1999. The options were exercisable immediately and for ten years
following the date of grant. The options were issued in consideration of Mr.
Hobbins' prior service to the Company as a Director.

Employment and Consulting Agreements with Named Executive Officers and
Directors

Hauser Employment Agreement. Mark S. Hauser, Executive Chairman and a member
of the Company's Board of Directors, was employed pursuant to a three-year
employment agreement dated March 4, 1999 (the "Hauser Employment Agreement").
Pursuant to the Hauser Employment Agreement, Mr. Hauser was entitled to
receive (a) an annual salary of $90,000 per year, and (b) a bonus to be
awarded in the Board of Directors' discretion. Mr. Hauser was not awarded a
cash bonus in respect of the fiscal year ended December 31, 1999.

Page 28

Pursuant to the Hauser Employment Agreement (a) in March 1999, Mr. Hauser was
granted an option to purchase 150,000 shares of Common Stock for an exercise
price of $10.6875 per share, and (b) Mr. Hauser was eligible to receive grants
of additional options under the Company's 1998 Stock Option Plan.

Upon any termination by the Company of Mr. Hauser's employment other than for
cause, or upon Mr. Hauser's termination of the Hauser Employment Agreement for
cause, all compensation otherwise payable to Mr. Hauser was immediately due
and payable. The Hauser Employment Agreement provided for indemnification of
Mr. Hauser to the full extent permitted by law.

Mr. Hauser was also covered by officer and director liability policies
maintained for senior officers and directors.

The employment agreement with Mr. Hauser was terminated in August 2000 in
connection with the sale of the Moto Guzzi operations. Mr. Hauser was paid
$169,500 in severance in connection with such termination. Mr. Hauser
continued to serve as Executive Chairman of the Company without Compensation
through until his resignation on January 15, 2002.

Scandellari Employment Agreement. On March 24, 1999, Mr. Scandellari entered
into an agreement with Moto Guzzi S.p.A. whereby he was appointed as Managing
Director of Moto Guzzi S.p.A. Mr. Scandellari's compensation was agreed at
Lit. 300,000,000 (approximately $145,560) plus an annual bonus, fixed at Lit.
30,000,000 (approximately $14,556) for 1999 if certain economic targets were
met and to be agreed from time to time for future years. In May 1999, Mr.
Scandellari was appointed as Chief Operating Officer of the Company, though
his employment agreement with Moto Guzzi S.p.A was not varied in any way nor
any separate agreement made with the Company. Mr. Scandellari's agreement
with Moto Guzzi S.p.A. could be terminated at any time and for any reason. If
terminated within the first nine months, Mr. Scandellari would be entitled to
his full annual compensation. If terminated within nine and twelve months,
Mr. Scandellari would be entitled to all compensation amounts matured plus
Lit. 75,000,000 (approximately $36,390) and if terminated after one year he
would be entitled to payment for a three month notice period plus Lit.
150,000,000 (approximately $72,780). In May 2000, Mr. Scandellari's agreement
was terminated by the Company. As part of such termination, the Company
agreed to pay Mr. Scandellari a total of Lit. 500,000,000 (approximately
$242,601) representing contractual entitlements of Lit. 225,000,000
(approximately $109,170) and a further amount to reflect his efforts to manage
the Company during the extremely difficult financial circumstances in which it
found itself.

Agreement with respect to Nick Speyer. In October 1998, Moto Guzzi Corp. and
Mr. Speyer agreed that Mr. Speyer would be employed as Chief Financial Officer
of Moto Guzzi Corp. and, on completion of the merger of Moto Guzzi Corp. into
the Company (which occurred on March 5, 1999), would be employed as Chief
Financial Officer of the Company. Mr. Speyer's employment with the Company
was not governed by any written agreement but based on verbal agreements with
the board of directors. Mr. Speyer, who initially worked on a less than full
time basis with Moto Guzzi Corp. was paid $6,000 per month from November 1998
to January 1999 and $10,000 in February 1999 by Moto Guzzi Corp. Mr. Speyer's
compensation from March 1999, approved by the compensation committee/board of
directors in March 1999 was agreed as Lit. 12,000,000 (approximately $5,822)
plus U.S. $3,000 per month, reflecting Mr. Speyer working approximately
85%-90% of his time for the Company. Mr. Speyer also provided financial
consulting services to OAM S.p.A., the majority shareholder of the Company,
for which OAM S.p.A paid him separately. Mr. Speyer's employment with the
Company effectively terminated on September 7, 2000 in connection with the
sale of the subsidiaries to Aprilia. Mr. Speyer was paid $125,000 as
severance in connection with such termination.

Page 29

Tozzi-Condivi Employment Agreement. On June 3, 1999 the Company entered into
an agreement with Como Consultants Limited ("Como"), a consulting company
based in Jersey, Channel Islands, pursuant to which Mr. Tozzi-Condivi agreed
to serve as the President of the Company, and as a member of the Board of
Directors for a period of three years. Pursuant to such agreement Como was
paid $165,238 during the year ended December 31, 1999. Such amounts include a
bonus of US$69,000 paid in April 1999 in respect of Mr. Tozzi-Condivi acting
as Managing Director of Moto Guzzi S.p.A. until Mr. Scandellari was hired in
March 1999. The Como Consulting agreement was terminated in March, 2000, as a
result of Mr. Tozzi-Condivi's death.

Porter Employment Agreement. On March 12, 1999, the Company engaged Mr.
Porter as President of Moto Guzzi North America, Inc. Under the employment
agreement, Mr. Porter received a base salary of $90,000 and was entitled to a
bonus of up to 50% of base salary based on profit and unit objectives. For
1999, Mr. Porter received his full bonus entitlement for the pro rata period
of his employment in 1999. As a key executive, Mr. Porter was entitled to
stock options under the Company's 1998 Stock Option plan but no such options
were granted. Pursuant to the Share Purchase Agreement, Mr. Porter resigned
as a Director of Moto Guzzi North America Inc. as of April 30, 2000, though he
continued his employment with Moto Guzzi North America. Inc.

Chase Consulting Agreement. In March 1999 the Company entered into a
Consulting Agreement with Mr. Howard E. Chase, a member of the Board of
Directors (the "Chase Consulting Agreement"). The Chase Consulting Agreement
was for a period of three years. Under the Chase Consulting Agreement, Mr.
Chase received annual compensation in the amount of $60,000. Under the Chase
Consulting Agreement, Mr. Chase was also granted an option to purchase 45,000
shares of Common Stock at a purchase price of $10.6875 per share. The option
was granted pursuant to the 1998 Stock Option Plan. Under the Chase
Consulting Agreement, Mr. Chase was eligible to receive grants of additional
options under the 1998 Stock Option Plan.

Mr. Chase entered into a termination agreement with the Company in connection
with the sale of the Company's subsidiaries. Pursuant to the termination
agreement Mr. Chase's engagement as a consultant terminated in August, 2000,
and Mr. Chase was paid $51,400 as severance.

Mitchell Consulting Agreement. In March 1999 the Company entered into a
Consulting Agreement with Mr. David Mitchell, a member of the Board of
Directors (the "Mitchell Consulting Agreement"). The Mitchell Consulting
Agreement is for a period of three years. As compensation under the Mitchell
Consulting Agreement, Mr. Mitchell was granted an option to purchase 30,000
shares of Common Stock at a purchase price of $10.6875 per share. The option
was granted pursuant to the 1998 Stock Option Plan. Under the Mitchell
Consulting Agreement, Mr. Mitchell is eligible to receive grants of additional
options under the 1998 Stock Option Plan.

Arbib Consulting Agreement. In March 1999 the Company entered into a
Consulting Agreement with Mr. Emmanual Arbib, who was a member of the Board of
Directors at that time (the "Arbib Consulting Agreement"). The Arbib
Consulting Agreement was for a period of three years. Under the Arbib
Consulting Agreement, Mr. Arbib received annual compensation of $30,000 per
year. As additional compensation under the Arbib Consulting Agreement, Mr.
Arbib was granted an option to purchase 30,000 shares of Common Stock at a
purchase price of $10.6875 per share. The option was granted pursuant to the
1998 Stock Option Plan. Under the Arbib Consulting Agreement, Mr. Arbib was
eligible to receive grants of additional options under the 1998 Stock Option
Plan.

Page 30

Mr. Arbib entered into a termination agreement with the Company in connection
with the sale of the Company's subsidiaries. Pursuant to the termination
agreement Mr. Arbib's engagement as a consultant terminated in August, 2000
and Mr. Arbib was paid $37,900 as severance.

STOCK OPTION PLANS

In order to attract and retain employees, officers, directors and consultants,
the Board of Directors adopted, and the shareholders approved, the 1998 Stock
Option Plan ("1998 Plan") and the 1998 Stock Option Plan for Outside Directors
("1998 Directors Plan"). The 1998 Plan and the 1998 Directors Plan are
referred to collectively as the "1998 Plans." Options to purchase an
aggregate of 1,250,000 shares and 400,000 shares of common stock, respectively
(subject to antidilution adjustments under certain circumstances) may be
awarded under the 1998 Plans.

1998 Stock Option Plan - The 1998 Plan is administered by the Board of
Directors or by a committee appointed by the Board of Directors, whose members
will serve at the pleasure of the Board of Directors. If appointed, the
committee will have two or more members, each of whom will be a "non-employee
director" within the meaning of the Exchange Act of 1934.

All officers, key employees, directors, consultants and other persons who, in
the opinion of the Board of Directors or the committee, are deemed to have
rendered or to be able to render significant contributions to the success of
the Company and/or its subsidiaries are eligible to receive options under the
Plan. The Board of Directors or the committee may determine, subject to the
terms of the 1998 Plan, the number of shares, the exercise price and the
specific terms of each option granted.

The Plan provides for both "incentive stock options," as defined in Section
422 of the Code, and for non-qualified options, both of which may be granted
with any other stock-based award under the 1998 Plan. Incentive options may
be awarded only to persons who, at the time of such awards, are employees of
the company or its subsidiaries. The exercise price of incentive options may
not be less than 100% of the fair market value of on the last trading day
before the date of grant. The exercise price of a non-qualified option may be
less than 100% of the fair market value of on the last trading day before the
date of grant. The Board of Directors or the committee has full authority,
subject to the provisions of the 1998 Plan, to grant options and to determine
their exercise price, to designate options as incentive stock options or
non-qualified stock options, and to determine the grantees of the options.

If any option expires unexercised, is surrendered by the grantee for
cancellation, is canceled or otherwise becomes unexercisable, the shares
underlying the grant will again become available for the granting of new
options under the 1998 Plan.

The Board of Directors may at any time, and from time to time, amend, alter,
suspend or discontinue any of the provisions of the 1998 Plan, but no
amendment, alteration, suspension or discontinuance shall be made that would
impair the rights of a grantee of any option theretofore granted, without his
or her consent. An aggregate of 255,000 of the aforementioned options were
granted on March 5, 1999, the date of the merger between Moto Guzzi Corp. and
North Atlantic Acquisition Corp at an exercise price of $10.6875 (30,000 of
these options have since expired). An additional 50,000 options were granted
to Dr. Peter Hobbins, a former Director, in February 2000 under the 1998 Plan
at an exercise price of $7.00. In March 1999, the Board of Directors
authorized the grant of 675,000 options to operational management, giving a
mandate to the remuneration committee to identify those appropriate optionees
and options numbers. No options were ever granted.

Page 31

1998 Stock Option Plan for Outside Directors - The 1998 Directors Plan
provides for the issuance of non-incentive options to purchase up to an
aggregate of 400,000 shares of the Company's common stock. The number of
shares are subject to adjustment by the Board of Directors in the event of any
increase or decrease resulting from such events as a stock dividend, stock
split, merger consolidation or other change in corporate structure affecting
the Company's common stock.

All non-employee directors, who were not at any previous time an employee of
the Company, are eligible to receive annually, on each January 2 beginning in
2000, options to purchase 12,500 shares under the 1998 Directors Plan. Newly
appointed or elected non-employee directors receive a grant upon taking
office. An aggregate of 100,000 options under this plan were granted to all
non-employee directors of the Company on March 5, 1999, the date of the merger
between Moto Guzzi Corp. and North Atlantic Acquisition Corp at an exercise
price of $10.6875 (37,500 of these options have since expired). Further
options were granted under this plan as follows:

Date Amount Exercise Price Independent Directors

January 2, 2000 12,500 $3.719 Bulgari
January 2, 2000 12,500 $3.719 Fingerhut
January 2, 2000 12,500(1) $3.719 O'Connell
January 2, 2000 12,500 $3.719 Mitchell
January 2, 2001 12,500 $1.375 Bulgari
January 2, 2001 12,500 $1.375 Fingerhut
January 2, 2001 12,500 $1.375 Mitchell

(1) Mr. O'Connell did not exercise his options and they have since expired.

The authority to grant options under the 1998 Directors Plan will terminate on
the earlier of December 31, 2008 or upon the issuance of the maximum number of
shares of stock reserved for issuance under the plan.

The options will expire on the earlier of ten years following the date of
grant or three months following the date on which the grantee ceases to serve
as a director.

The 1998 Directors Plan may be amended by the Board of Directors except that
provisions thereof concerning granting of options may not be amended more than
once every six months unless necessary to comply with the Internal Revenue
Code or the Employee Retirement Income Security Act.

In summary, at March 15, 2002, total grants under 1998 Plans were for options
to purchase 412,500 shares, all vested, at a weighted average exercise price
of $8.8859 and an average remaining life of 7.55 years.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee of the Company during the years
ended December 31, 2000 and December 31, 2001 were Messrs. Bulgari and
Fingerhut. Messrs. Bulgari and Fingerhut resigned their positions with the
Board and its committees on January 15, 2002. No member of the Compensation
Committee of the Board of Directors of the Company was, during the fiscal year
ended December 31, 2000, an officer or employee of the Company or any of its
subsidiaries or affiliates, or was formerly an officer of the Company or any
of its subsidiaries or affiliates.

Page 32

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors (the "Committee") through
January 15, 2002 was composed entirely of outside directors. Following the
resignation in January of all Directors except David Mitchell, the President
and CEO from January 2002, the committee lapsed. The Committee was
responsible for establishing and administering the compensation policies
applicable to the Company's executive officers. All decisions by the
Committee were subject to review and approval of the full Board of Directors.

The Company's executive compensation philosophy and specific compensation
plans tie a significant portion of executive compensation to the Company's
success in meeting specific profit, growth and performance goals. The
Company's compensation objectives include attracting and retaining the best
possible executive talent, motivating executive officers to achieve the
Company's performance objectives, rewarding individual performance and
contributions, and linking executives' and stockholders' interests through
equity based plans.

The Company's executive compensation consists of three key components: base
salary, annual incentive compensation and stock options, each of which is
intended to complement the others and, taken together, to satisfy the
Company's compensation objectives.

Compensation Committee through January 15, 2002: Gianni Bulgari and Barry
Fingerhut.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 15, 2002, the date of this
report, by each person who is known by the Company to own beneficially more
than 5% of the outstanding shares of the Company's Common Stock.

Issuance and Redemption of Series B Preferred Stock by the Company

On February 25, 2000, the Company issued 123,500 shares of a new Series B
Preferred Stock to Fineco, an Italian institutional investor, and affiliates
of Fineco, Trident Rowan, OAM, and William Spier, a director of the Company,
and Wheatley Partners LP and Wheatley International Partners LP, each of which
is an affiliate of Barry Fingerhut, a director of the Company, for $100 per
share (an aggregate price of US$12,350,000). The shares were issued as
follows: (i) 60,000 shares to Fineco and its affiliates for cash, (ii) 35,000
shares to Trident Rowan for cash, (iii) 16,000 shares to OAM in repayment of
outstanding loans due to OAM, (iv) an aggregate of 10,000 shares to Wheatley
Partners and Wheatley International Partners, in repayment of loans made by
them to the Company, and (v) 2,500 shares to Mr. Spier in repayment of loans
made by him to the Company.

In July 2000, the Company entered into an agreement with the Series B
preferred stockholders in which it agreed to redeem the Series B preferred
stock by September 30, 2000 in exchange for their agreement not to convert
their Series B preferred stock into Class A common stock prior to that date.

The Company closed on the sale of its operating subsidiaries on September 6,
2000 and in the last week of September 2000 it redeemed in full all
outstanding shares of Series B Preferred Stock for a price equal to $100 per
share plus accrued dividends thereon, for a total of approximately US$ 12.6
million (approximately Lit. 28,300 million at the prevailing exchange rate).

Page 33

(a) Security Ownership of Certain Beneficial Owners.

Common Stock
Name and Address Number of Percent of
of Beneficial Owner Shares Class (6)
- ------------------- --------- ----------

Bion Environmental Technologies Inc. 3,459,997(1) 57.62%

Trident Rowan Group, Inc.
Two Worlds Fair Drive
Somerset, New Jersey 08873 300,000(2) 5.00%

Tamarix Investors LDC
350 Park Avenue
New York, New York 10017 300,000(3) 5.00%

Barry Rubenstein 415,379(4) 6.92%

Allen & Company 315,000(5) 5.25%
____________________

(1) In respect of shares of common stock acquired from OAM on January 15,
2002.

(2) In respect of 300,000 shares of common stock issued to TRG in connection
raising bridge financing through the issuance of Series B Preferred
Stock of the Company in February 2000.

(3) Represents share owned by TRG, an affiliate of Tarmarix

(4) In respect of 20,000 shares of common stock, 342,410 shares of common
stock held by Wheatley Partners, L.P., 21,590 shares of common stock held
by Wheatley Foreign Partners, L.P., 2,112 shares of common stock held
Woodland Venture Fund, 1,267 shares of common stock held by Woodland
Partners, 28,000 shares of common stock held by Seneca Ventures. Mr.
Rubenstein disclaims beneficial ownership of these securities, except to
the extent of his respective equity interest therein.

(5) In respect of warrants to purchase 315,000 shares of Class A common
stock.

(6) The percent of the class is calculated pursuant to Rule 13d-3, based on
6,005,339 shares outstanding on March 15, 2002.

(b) Security Ownership of Directors, Named Executive Officers and Executive
Officers and Directors as a Group.

The following table sets forth certain information regarding the beneficial
ownership of the Company's Class A Common Stock (i) by each of the Company's
directors; (ii) by each of the Company's executive officers named in the
Summary Compensation Table herein (the "Named Executive Officers"); and (iii)
by all directors and executive officers as a group. Except as otherwise
indicated, the Company believes that the beneficial owners of the securities
listed below, based on information furnished by such owners, have sole
investment and voting power with respect to the Class A Common Stock shown as
being beneficially owned by them.

Page 34

Common Stock
Name of Number of Percent of
Director/Officer Shares Class (3)
---------------- --------- ----------

David Mitchell 115,000(1) 1.91%

Officers and Directors
as a Group (2) 115,000 1.91%
_______________

(1) Includes 42,500 shares which Mr. Mitchell has a right to acquire within
60 days through the exercise of stock options. Also includes warrants to
purchase 30,000 shares of common stock. Also includes 42,500 shares of
common stock.

(2) Includes 42,500 shares which Officer and Director may acquire within 60
days through the exercise of stock options. Also includes warrants to
purchase 30,000 shares of common stock. Also includes 42,500 shares of
common stock.

(3) The percent of the class is calculated pursuant to Rule 13d-3, based on
6,005,339 shares outstanding on March 15, 2002.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Investment in Bion Environmental Technologies, Inc.;Bion Acquisition of
Control of the Company

In December 2001, the Board of the Company met to evaluate the alternative
strategies and investments available to the Company. Investec Ernst & Co.,
who had been hired in June 2001 to assist in this process, presented to the
Board their conclusions on a number of potential investments. After review of
the possible investments, the Board resolved that the Bion investment, on the
terms summarized below, was in the best interests of the Company and approved
such investment subject to receipt of a fairness opinion from a financial firm
acceptable to the Board and receipt of advice from the Company's counsel
concerning legal due diligence and determination by the Board that the results
of legal due diligence did not affect the Company's determination that the
investment was in the best interests of the Company. The Company duly
received a fair value opinion from Joseph Stevens & Company, Inc. and advice
concerning the results of legal due diligence and in a Board meeting in late
December approved and confirmed the approval of the Bion Investment.

The Board also resolved to approve the purchase by Bion of 3,459,997 shares
(approximately 57.7%) of the Company's stock from OAM. Such approval was
required by TRG and OAM, affiliates of the Company, as a condition to their
waiver of their rights to cause a liquidation of the Company and release of
the Company from such obligations, the obtaining of which was a pre-condition
to the Company's ability to make the Bion Investment.

On January 15, 2002, the Company purchased 19,000,000 shares of restricted
stock of Bion, a publicly-held Colorado corporation, in exchange for
approximately $8.5 million in cash, the $4.2 million TRG Promissory Note,
including accrued interest, and the assignment of 65% of the Company's Claims
Against Aprilia and Claims Against IMI. Immediately upon consummation of this
transaction, Bion purchased a 57.7% majority interest in the Company from OAM.
The total consideration paid by Bion consisted of (i) $3,700,000 in cash, (ii)

Page 35

the assignment of the $4.2 million TRG Promissory Note (including accrued
interest) and related loan agreements, (iii) the assignment of the 65%
interest in the Company's Rights Under the Escrow Agreement and Claims Against
IMI, (iv) the issuance of 1,000,000 shares of Bion common stock, and (v) the
issuance of a warrant to acquire 1,000,000 shares of Bion at a price of $0.90,
with an expiration date of January 10, 2007.

Under the Subscription Agreement and related Registration Rights Agreement,
Bion agreed among other things to (i) file with the SEC a Registration
Statement with respect to the Bion Shares, as soon as practicable, and within
90 days of the Company's filing with the SEC of its December 31, 2001 Form
10-K, and to use its best efforts to cause such Registration Statement to be
declared effective as soon as practicable thereafter, (ii) to use its best
efforts to cause the Bion Shares to be distributed to the Company's common
stockholders in a tax efficient manner in accordance with applicable law, and
(iii) to use its best efforts to hold an Annual Meeting of Bion Shareholders
during 2001, in accordance with its by-laws and applicable law. It is expected
that the distribution will occur during the second half of calendar 2002.
When that distribution occurs, approximately 11,000,000 of Bion's shares will
be distributed back to Bion. Bion has advised the Company that it intends to
cancel such shares.

On March 14, 2002, the Company and Bion entered in an agreement effective
January 15, 2002 where the Company will pay $12,000 a month for management
services, support staff and office space. In addition, Bion will advance to
the Company sums needed to cure its delinquencies with the SEC, distribute
Bion shares to its shareholders, to locate and acquire new business
opportunities and for on-going expenses. Bion shall have no obligation to
make any advances in excess of $500,000. All sums due Bion shall be evidenced
by a convertible revolving promissory note. As additional consideration, Bion
shall receive a warrant to purchase 1,000,000 shares of the Company's common
stock at $3.00 per share until March 14, 2007.

Three of the Company's Board members, Mark Hauser, Gianni Bulgari and Howard
Chase are members of the Board of Directors of Trident Rowan, the parent of
OAM, and three of the Company's directors, Mark Hauser, Gianni Bulgari and
William Spier are principal stockholders of Trident Rowan.

Mark Hauser was a director of the Company until January 15, 2002 and a member
of the Board of Directors of OAM.

David Mitchell, a director of the Company, is the Chairman, President, Board
member and a principal stock and warrant holder of Bion. Additionally a
portion of the proceeds of the Bion Investment were used to pay off $718,485
of indebtedness of Bion owed to Mr. Mitchell.

On January 24, 2002, David Mitchell was elected as the Company's President and
CEO. David Mitchell is a founder, stockholder, option holder, former CEO of
the Company and currently is the only director of the Company.

Following the Bion Investment and Bion Acquisition of Centerpoint Shares, all
of the Company's directors, other than David Mitchell resigned from their
positions on the Company's Board of Directors. William Spier, one of the
Company's Directors until he resigned on January 24, 2002, sits on Bion's
advisory board. On January 21, 2002, Howard Chase, a director of the Company
until he resigned on January 15, 2002, joined the Board of Directors of Bion.

Page 36

Loans by Spier, Fingerhut Affiliates and OAM to the Company

In August 1999, William Spier, a director of Trident Rowan from May 1997 to
December 1999 and a director of the Company from March 1999 until January 24,
2002, made an advance of $250,000 to the Company. Entities associated with
Mr. Barry Fingerhut, a Director of the Company from March 1999 until January
15, 2002, also advanced $1,000,000 in 1999. The advances, together with
$1,600,000 in advances to the Company by OAM were converted into Series B
Preferred Stock of the Company in February 2000.

Issuance of 5% Debentures by Trident Rowan and Lending of Proceeds

On December 28, 1999, Trident Rowan issued $ 6,000,000 of 5% Convertible
Debentures due December 28, 2001 to provide funds for the Company and for its
general corporate purposes. In connection with raising these funds, Trident
Rowan issued a $250,000 5% Convertible Debenture on the same terms as for the
$6,000,000 raised to Emanuel Arbib, Co-CEO of Trident Rowan and a former
Director of the Company, for his efforts in connection with such placement.
Trident Rowan also paid $60,000 plus $26,106 for legal expenses to Investec
Ernst & Company. Mark Segall, a director of Trident Rowan is an officer of
Investec Ernst & Company.

Issuance and Redemption of Series B Preferred Stock

On February 25, 2000, the Company issued 123,500 shares of a new Series B
Preferred Stock to Fineco Sim S.p.A., an Italian institutional investor
("Fineco"), and affiliates of Fineco, Trident Rowan, OAM S.p.A., and William
Spier, a director of the Company, and Wheatley Partners LP and Wheatley
International Partners LP, each of which is an affiliate of Barry Fingerhut, a
director of the Company, for $100 per share (an aggregate price of
$12,350,000). The shares were issued as follows (i) 60,000 to Fineco and its
affiliates for cash, (ii) 35,000 shares to Trident Rowan for cash, (iii)
16,000 to OAM in repayment of outstanding loans due to OAM, (iv) an aggregate
of 10,000 shares to Wheatley Partners and Wheatley International Partners, in
repayment of loans made by them to the Company, and 2,500 shares to Mr. Spier
in repayment of loans made by him to the Company.

In July 2000 the Company entered into an agreement with the Series B preferred
stockholders in which it agreed to redeem the Series B preferred stock by
September 30, 2000, in exchange for their agreement not to convert their
Series B preferred stock into Class A common stock prior to that date.

April 14th Share Purchase Agreement

The Share Purchase Agreement providing for the sale of the Company's operating
subsidiaries to Aprilia (described above) contained a condition that OAM
S.p.A. (the holder of approximately 58% of the issued and outstanding shares
of the Company's Class A common stock, and a subsidiary of Trident Rowan)
agree to vote its capital stock for the sale, and by letter to Aprilia dated
April 14, 2000, OAM agreed, among other things, to vote its shares for the
sale.

Page 37

In connection with the sale, Aprilia required the terminations of certain of
the Company's executives and further required that the Company pay all costs
of such terminations. Accordingly, the Company agreed to pay severance to two
of its directors, Mark S. Hauser and Howard E. Chase, and to Emanuel Arbib,
one of its former directors, of $169,500, $51,400 and $37,900, respectively,
in exchange for termination of their employment and consulting agreements with
the Company. The Company also paid Nick Speyer, the CFO of the Company,
$125,000 in connection with the termination of his employment agreement with
the Company.

Centerpoint Loan to Trident Rowan

Trident Rowan's 5% Convertible Debentures in an aggregate amount of US$
6,250,000 were scheduled to come due in December 2001. In order to enable
Trident Rowan to pay off the Debentures on favorable terms, and in
consideration of Trident Rowan's and OAM's extension of the date for the
Company to proceed to propose a liquidation to July 15, 2001, on June 13, 2001
the Company, Trident Rowan and OAM entered into the Centerpoint Loan Agreement
wherein subject to the terms and certain conditions set forth therein the
Company agreed to lend Trident Rowan $4,200,000. On June 13, 2001 the Company
made the Centerpoint Loan and on June 15, 2001 Trident Rowan paid the holders
of $6,000,000 of the Debentures $4,207,500 in cash, which the Debenture
holders accepted as payment in full on the Debentures (including past due
interest), representing a 31.5% discount from their face value. In June 2001
the Company paid Mr. Arbib $218,750, which Mr. Arbib accepted as payment in
full on the $250,000 of Debentures held by him. The Centerpoint Loan bears
interest at a rate of 5 % per annum, is repayable in full on the earlier of
June 13, 2002 and the date on which the Trident Rowan causes or permits a
liquidation of the Company, and is secured by the 300,000 shares of the
Company's common stock currently owned by Trident Rowan. In connection with
the Centerpoint Loan, OAM also entered into the OAM Guaranty wherein it
guaranteed Trident Rowan's obligations under the Centerpoint Loan Agreement.
OAM's liability under the OAM Guaranty is limited to the value of the
Company's shares pledged by OAM.

Each of Mark S. Hauser and Nick Speyer is an officer or Director of OAM, which
until January 15, 2002, held approximately 61% of the Company's Common Stock.

Each of the following directors and former directors of the Company is also an
Officer or Director of Trident Rowan: Howard E. Chase, Mark S. Hauser, Gianni
Bulgari and Emmanuel Arbib (former Director). Additionally, each of Mark
Hauser, Gianni Bulgari and Emmanuel Arbib are principal stockholders of
Trident Rowan.

Page 38

On October 1, 1998, a bridge loan of Lit. 3,000 million was made by Mr. Gianni
Bulgari a director of the Company until January 2002, to OAM S.p.A. who lent
the proceeds to Guzzi Corp. to provide financing in anticipation of the
consummation of the merger with NAAC. The loan by OAM S.p.A. to Guzzi Corp.
was made on the same terms and conditions as the loan by Mr. Bulgari to OAM
S.p.A. and bore interest at 10% and a flat fee of 1%, through March 31, 1999.
The Company had sought similar financing from third parties and the terms and
conditions above were more favorable than any expressions of interest by third
parties. The Lit. 3,000 million loan from Mr. Bulgari was repaid in May 1999
by OAM S.p.A.

The loan was, however, not repaid to OAM S.p.A. by the Company on its expiry
of March 31, 1999 and in July 1999, the Company agreed to issue a warrant to
purchase 100,000 shares to OAM S.p.A. at a subscription price of $0.01 each on
condition that OAM S.p.A. reduced the interest rate on this loan to 4% and
maintained both this loan and collateral of Euro 2,050,000 deposited as
security for a bank credit line of Moto Guzzi S.p.A. through March 31, 2000.
The Company accounted for the fair value of the 100,000 shares issuable to OAM
S.p.A. of Lit. 1,222 million as finance expense to be amortized over the
period for which OAM S.p.A. agreed to maintain in place its loans and funds
deposited as collateral. OAM exercised this warrant in 2000 and continued to
provide the financial support from the expiry on March 31, 2000 until the sale
of Moto Guzzi operations in September 2000, without any additional
compensation.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES AND REPORTS ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS The financial statements listed in the
accompanying Index to Consolidated Financial Statements and Financial
Statement Schedules are filed as part of this annual report and such Index to
Consolidated Financial Statements and Financial Statement Schedules is
incorporated herein by reference.

2. FINANCIAL STATEMENT SCHEDULES The financial statement schedule
listed in the accompanying Index to Consolidated Financial Statements and
Financial Statement Schedules is filed as part of this annual report and such
Index to Consolidated Financial Statements and Financial Statement Schedules
is incorporated herein by reference.

3. EXHIBITS The exhibits listed on the accompanying List of Exhibits
are filed as part of this annual report and such List of Exhibits is
incorporated herein by reference.

(b) 1. Reports on Form 8-K. No reports on Form 8-K were filed during the
last quarter covered by this report.

Page 39

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
(Item 14(a)1 and 2)

Page

Report of Independent Public Accountants ......................... F-2

Consolidated Balance Sheets - December 31, 2000 ................... F-3

Consolidated Statements of Operations - Years ended December
31, 2000, 1999 and 1998 ........................................... F-4

Consolidated Statements of Changes in the Shareholders'
Equity (Deficit) and Comprehensive Income/(Loss) - December 31,
2000 .............................................................. F-5

Consolidated Statements of Cash Flows - December 31, 2000, 1999
and 1998 .......................................................... F-6

Notes to Consolidated Financial Statements - December 31, 2000 .... F-8

Valuation and Qualifying Accounts ................................. F-30

All other schedules are omitted since the required information is not present
or is not present in amounts sufficient to require submission of the
schedules.

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors
Centerpoint Corporation:

We have audited the accompanying consolidated balance sheets of Centerpoint
Corporation (a Delaware corporation, known as Moto Guzzi Corporation through
September 19, 2000) (See Note 1) as of December 31, 2000 and 1999, and the
related consolidated statements of income, shareholders' equity (deficit) and
cash flows for each of the three years in the period ended December 31, 2000,
expressed in Italian Lire. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Centerpoint Corporation and
subsidiaries as of December 31, 2000 and 1999 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the Unites States.

In our auditors' report dated April 18, 2000, our opinion on the 1999
consolidated financial statements included an explanatory fourth paragraph to
call attention on the recurring losses from operations and negative cash flows
suffered by the Company. In addition, the Company had to meet certain debt
repayment obligations for which financing had yet to be arranged. All of these
matters raised substantial doubt about its ability to continue as a going
concern. The consolidated financial statements did not include any adjustment
that might result from the outcome of this uncertainty.

As explained in Note 1, on September 7, 2000, the Company closed the sale of
all its operating subsidiaries. Total proceeds from the sale were Lire 79,500
million (approximately US$ 35.6 million). As a result of this transaction, in
our present opinion on the 1999 consolidated financial statements, as
presented herein, this explanatory fourth paragraph has been removed.

/s/ Arthur Andersen SpA

Arthur Andersen SpA
Milan, Italy,
March 20, 2002

F-2

CENTERPOINT CORPORATION
(Moto Guzzi Corporation through September 19, 2000)
CONSOLIDATED BALANCE SHEETS
December 31, 2000

Dec. 31 Dec. 31 Dec. 31
2000 2000 1999
ASSETS US$'000 Lit. m Lit. m
--------- ------------ ------------
Cash and cash equivalents $ 1,170 Lit. 2,411 Lit. 3
Short-term marketable securities
held to maturity, at cost 13,754 28,351 -
Receivables - - 196
Receivables from related parties - - 196
Escrow receivable - - -
Prepaid expenses 75 154 128
--------- ------------ ------------
TOTAL CURRENT ASSETS 14,999 30,916 327
--------- ------------ ------------
Net non-current assets of discontinued
operations - - 5,527
--------- ------------ ------------
TOTAL ASSETS $ 14,999 Lit. 30,916 Lit. 5,854
========= ============ ============
LIABILITIES

Accounts payable 44 91 898
Amounts due to related and affiliated
parties 190 390 80
Accrued expenses and other payables 175 361 252
Net current liabilities of
discontinued operations - - 17,459
--------- ------------ ------------
TOTAL CURRENT LIABILITIES 409 842 18,689
--------- ------------ ------------
Advances for redeemable preferred
stock subscription - - 2,405

SHAREHOLDERS' EQUITY/(DEFICIT) 14,590 30,074 (15,240)
Common stock, par value $0.01 per
share:
Authorised 20,250,000 shares;
5,999,089 (1999 - 5,589,089)
shares outstanding 52 108 100
Additional paid-in capital 19,653 40,510 39,834
Accumulated other comprehensive
income 117 242 133
Accumulated deficit (5,232) (10,786) (55,307)
--------- ------------ ------------
LIABILITIES & SHAREHOLDERS'
EQUITY/(DEFICIT) $ 14,999 Lit. 30,916 Lit. 5,854
========= ============ ============

See Notes to Consolidated Financial Statements

F-3

CENTERPOINT CORPORATION
(Moto Guzzi Corporation through September 19, 2000)
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2000, 1999 and 1998

Dec. 31 Dec. 31 Dec. 31 Dec. 31
2000 2000 1999 1998
US $'000 Lire m. Lire m. Lire m.
---------- -------------- -------------- --------------

Interest income $ 241 Lit. 497 Lit. - Lit. -
Selling, general and administrative expenses (119) (245) - -
Finance expense: shares issued to TRG (1,624) (3,347) - -
Other income, net 5 11 - -
---------- -------------- -------------- --------------
Loss from continuing operations (1,497) (3,084) - -
Discontinued operations:
Loss from disposed motorcycle operations
(after tax of Lit. 514 (US$249), Lit. 88
and Lit. 519) (4,038) (8,324) (22,976) (20,299)
Gain on disposal of motorcycle operations 27,661 57,018 - -
---------- -------------- -------------- --------------
Net profit/(loss) 22,126 45,610 (22,976) (20,299)
Preferred stock dividends (528) (1,089) - -
---------- -------------- -------------- --------------
Profit/(loss) attributable to common
shareholders $ 21,598 Lit. 44,521 Lit. (22,976) Lit. (20,299)
========== ============== ============== ==============

BASIC EARNINGS/(LOSS) PER SHARE: US $ Lire Lire Lire
---------- -------------- -------------- --------------
Continuing operations $ (0.35) Lit. (720) Lit. - Lit. -
Discontinued operations $ 4.08 Lit. 8,401 Lit. (4,440) Lit. (6,101)

DILUTED EARNINGS/(LOSS) PER SHARE:
Continuing operations $ (0.35) Lit. (720) Lit. - Lit. -
Discontinued operations $ 4.08 Lit. 8,401 Lit. (4,440) Lit. (6,101)

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD
Basic 5,796,106 5,796,106 5,174,481 3,327,139
========= ========= ========= =========
Diluted 5,796,106 5,796,106 5,226,852 3,327,139
--------- ========= ========= =========

See Notes to Consolidated Financial Statements

F-4

CENTERPOINT CORPORATION
(Moto Guzzi Corporation through September 19, 2000)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY/(DEFICIT) AND COMPREHENSIVE INCOME/(LOSS)
December 31, 2000

Accumu-
lated
Addi- Other Compre-
Class A Class B tional Compre- Accumu- Share- hensive
Common Stock Preferred Stock Preferred Stock Paid-In hensive lated holders' Income/
Shares Amount Shares Amount Shares Amount Capital Income Deficit Equity (Loss)
--------- ------ ------ ------ -------- ------ --------- ------- ------- ------- -------

At January 1,
1998 Lit.m 3,327,139 59 - - - - 11,011 225 (12,032) (737)

Net loss - - - - - - - - (20,299) (20,299) (20,299)
Translation adjustment - - - - - - - (68) - (68) (68)
--------- ------ ------ ------ -------- ------ --------- ------- ------- ------- -------
At December 31,
1998 Lit.m 3,327,139 59 - - - - 11,011 157 (32,331) (21,104) (20,367)

Net loss - - - - - - - - (22,976) (22,976) (22,976)
Translation adjustment - - - - - - - (24) - (24) (24)
Recapitalization -
parent company debt
exchange 871,950 16 - - - - 13,346 - - 13,346 -
Issuance of shares in
merger 1,296,000 23 94 - - - 14,563 - - 14,563
Conversion of preferred
stock 94,000 2 (94) - - - (2) - - -
Shares issuable for
renewal of parent
credit lines - - - - - - 1,222 - - 1,222
Less: relating to
future finance expenses - - - - - - (306) - - (306)
--------- ------ ------ ------ -------- ------ --------- ------- ------- ------- -------
At December 31,
1999 Lit.m 5,589,089 100 - - - - 39,834 133 (55,307) (15,240) (23,000)

Net profit - - - - - - - - 44,521 44,521 44,521
Translation adjustment - - - - - - - 109 - 109 109
Issuance of Series B
Preferred Stock - - - - 123,500 2 23,980 - - 23,982 -
Reclassification for
redemption of preferred
stock - - - - - - (23,982) - - (23,982) -
Accretion expense for
preferred stock redemp-
tion and related
exchange movements - - - - - - - (3,062) - (3,062) (3,062)
Redemption of Series
B Preferred Stock - - - - (123,500) (2) (3,060) 3,062 - - -
Issuance of shares for
MGI purchase 10,000 - - - - - 91 - - 91 -
Issuance of shares for
OAM warrant exercise 100,000 2 - - - - - - - 2 -
Issuance of shares
to TRG 300,000 6 - - - - 3,341 - - 3,347 -
Amortization of
non-cash finance
charges - - - - - - 306 - - 306 -
--------- ------ ------ ------ -------- ------ --------- ------- ------- ------- -------
At December 31,
2000 Lit.m 5,999,089 108 - - - - 40,510 242 (10,786) 30,074 41,568
========= ====== ====== ====== ======== ====== ========= ======= ======= ======= =======

At December 31,
2000 $'000 52 - - 19,653 117 (5,232) 14,590 20,166
====== ====== ====== ========= ======= ======= ======= =======

See Notes to Consolidated Financial Statement

F-5

CENTERPOINT CORPORATION
(Moto Guzzi Corporation through September 19, 2000)
CONSOLIDATED STATEMENTS OF CASH FLOW
December 31, 2000, 1999 and 1998

Dec. 31 Dec. 31 Dec. 31 Dec. 31
2000 2000 1999 1998
US $'000 Lire m. Lire m. Lire m.
---------- -------------- -------------- --------------

Net loss from continuing operations $ (1,497) Lit. (3,084) Lit. - Lit. -
Preferred stock dividends (528) (1,089) - -
Adjustments to reconcile net loss to net
cash used by operating activities:
Non cash finance expense:
Shares issued to TRG 1,624 3,347 - -
Other operating activities 3 6 6 (1)
Changes in operating assets and liabilities:
Related party receivables 104 214 (215) -
Prepaid expenses (8) (17) (95) (26)
Accounts payable and accrued expenses (1,448) (2,984) (451) 82
Related party payables 170 351 (1,348) 920
---------- -------------- -------------- --------------
Net cash (used in)/provided by operating
activities (1,579) (3,256) (2,103) 975
---------- -------------- -------------- --------------
Investing activities
Purchase of marketable securities (13,584) (27,998) - -
---------- -------------- -------------- --------------

Net cash used in investing activities (13,584) (27,998) - -
---------- -------------- -------------- --------------
Financing activities
Proceeds from merger with NAAC - - 16,006 -
Advance for subscription to preferred stock - - 2,274 -
Proceeds from issuance of preferred stock 8,893 18,329 - -
Redemption of preferred stock (13,122) (27,044) - -
---------- -------------- -------------- --------------
Net cash (used in)/provided by
financing activities (4,229) (8,715) 18,280 -
---------- -------------- -------------- --------------
(Decrease)/increase in cash from
continuing activities (19,393) (39,969) 16,177 975

Net cash (used in)/provided by
discontinued motorcycle operations 20,561 42,377 (16,174) (975)

Cash, beginning of year 2 3 - -
---------- -------------- -------------- --------------
Cash, end of year $ 1,170 Lit. 2,411 Lit. 3 Lit. -
========== ============== ============== ==============

Net cash (used in)/provided by
discontinued motorcycle operations
Net cash proceeds from sale 29,254 60,293 - -
Financing of disposed operations (7,735) (15,941) (13,863) -
Other expenditures allocated to
discontinued operations (958) (1,975) (2,311) (975)
---------- -------------- -------------- --------------
20,561 42,377 (16,174) (975)
---------- -------------- -------------- --------------

See Notes to Financial Statements

F-6

Supplemental information on non-cash activities

Advances to the Company, made in 1999, in an aggregate amount of US$1.25
million (Lit. 2,479 million at the then prevailing exchange rate) by Wheatley
Partners, LP and Wheatley Foreign Partners, LP (each of which is an affiliate
of Barry Fingerhut, a Director of the Company through January 2002) and
William Spier, a director of the Company through January 2002 and a US$ 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 1
and 4.

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 the
Company did not already own. MGI Motorcycle GmbH was disposed as part of the
sale of motorcycle operations.

In 2000, 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 US$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. 1,222 million was amortized from
April 1, 1999 through March 31, 2000 as finance expense.

The Company issued 300,000 shares to TRG in connection with successful efforts
by TRG Inc to assist in raising bridge financing through the issuance of
Series B Preferred Stock of the Company in February 2000. See Notes 1 and 4.
The fair value of the 300,000 shares at the date of issuance of the Series B
Preferred Stock, which was redeemed in 2000, was Lit. 3,347 million and this
amount has been expensed in 2000.

F-7

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

1. BACKGROUND AND ORGANIZATION

BACKGROUND OF THE COMPANY; MERGER WITH GUZZI CORP. IN 1999

Centerpoint Corporation ("the Company") (Moto Guzzi Corporation through
September 19, 2000) was originally incorporated in Delaware on August 9, 1995
under the name of North Atlantic Acquisition Corporation ("NAAC") 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
US$8,000,000.

Moto Guzzi S.p.A., the Italian manufacturer of Moto Guzzi motorcycles, had
been a subsidiary of Trident Rowan Group, Inc. ("TRG") since 1972. Effective
January 1, 1996, TRG acquired 100% of the outstanding capital of Moto Guzzi
North America Inc., the exclusive importer of Moto Guzzi motorcycles in the
United States. On October 9, 1996, TRG formed Moto Guzzi Corp. ("Guzzi
Corp.") as a holding company for its interests in the Moto Guzzi motorcycle
operations and transferred its 100% interests in Moto Guzzi S.p.A. and Moto
Guzzi North America Inc. to Guzzi Corp.

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

The Merger was approved on March 4, 1999 and consummated on March 5, 1999. As
part of the Merger Agreement, the Company's Class B shareholders also
eliminated authorization of NAAC's Class B Common Stock and approved
conversion of each share of Class B Common Stock into 2 shares of Class A
Common Stock and 2 Class A Warrants.

Upon the merger, shareholders of Guzzi Corp. received an aggregate of
4,199,089 shares or approximately 76.4% of the post-Merger shares of the
Company (excluding any shares of the Company's formerly designated Class A
Common Stock issuable upon exercise of any options or warrants) and Guzzi
Corp., was, therefore, the accounting acquirer. The cost of the acquisition
of NAAC was based on the fair value of the Company's assets and liabilities as
of the date of the Merger of Lit. 14,586 million (approximately US$8,153,000
at the then prevailing exchange rate), represented by Lit. 16,006 million in
cash (US$8,947,000) less Lit. 1,420 million (US$794,000) of payables and

F-8

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

1. BACKGROUND AND ORGANIZATION - Continued

accrued expenses, principally in respect of merger expenses. Additionally, an
aggregate of 30,000 shares of Class A Common Stock with a fair value of Lit.
591 million (US$330,000) were issued to Graubard, Mollen & Miller, counsel to
the Company, contingent upon consummation of the Merger in payment of fees
relating to the Merger and 350,000 Class A Warrants with an exercise price of
US$10.00 were issued to the Company's investment bankers.

Pursuant to the merger, NAAC changed its name to Moto Guzzi Corporation and
changed its common stock ticker symbol to "GUZI".

DISPOSAL OF OPERATING SUBSIDIARIES, DISPUTE OVER FINANCIAL ADVISORS FEES

In December 1999, the Company's parent, TRG, engaged IMI, a leading Italian
investment bank, to pursue strategic alternatives to enhance the Company's
shareholder value.

Pursuant to an April 14, 2000 Preliminary Sale and Purchase Agreement, 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 corporate name from Moto Guzzi Corporation 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. On September 7,
2000, the Company closed the sale of all its operating subsidiaries (see
below). To finance operations through the date of sale, the Company raised
bridge financing in February 2000 by way of issuance of Series B 7.0%
Preferred Stock, redeemable December 2001. This stock was subscribed for cash
by TRG for US$3,500,000 and by Fineco, a third party Italian institutional
investor group for US$6,000,000. Advances to the Company of US$1,600,000 by
OAM and US$1,250,000 by Messrs. Fingerhut and Spier, directors of the Company
until January 2002, were also applied to subscribe to the Series B Preferred
Stock. The Company agreed with holders of the Series B Preferred Stock to
redeem such stock on September 30, 2000, following the closing of the sale.
See Note 4, below for further details of the issuance and redemption of the
Series B Preferred Stock.

Total proceeds from the sale of the motorcycle operations to Aprilia were Lit.
79,500 million. In accordance with the Share Purchase Agreement, Aprilia also
reimbursed the Company Lit. 2,074 million, the amount owed to the Company by
the operating subsidiaries pursuant to intercompany loans. Lit. 9,375 million
of the total proceeds was placed in escrow to cover any claims Aprilia might
have in the future in respect of the representations and warranties given by
the Company in the Share Purchase Agreement. Full allowance was made for
escrow receivables from Aprilia in accounting for the sale of the Company's
Moto Guzzi subsidiaries, thus charging such amounts against the gain on sale

F-9

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

1. BACKGROUND AND ORGANIZATION - Continued

included in the income statement. Funds from the escrow account were to be
released to the Company in two tranches, subject to any claims Aprilia may
have in respect of the Company's representations and warranties: up to Lit.
7,000 million was to be released on September 8, 2001; and up to Lit. 2,375
million is to be released on September 8, 2007. Aprilia undertook to
evaluate, on a best efforts basis, an earlier resolution of the escrow
accounts, though this has not occurred. See also "Subsequent Events: Aprilia
Claims under the Share Purchase Agreement; Payment by IMI; Request for
Arbitration" in respect of claims made by Aprilia in 2001 and the status of
arbitration procedures concerning such claims.

SIREF S.p.A. and San Paolo Finanziaria S.p.A. (both affiliates of IMI) acted
as fiduciary agents for the closing. In accordance with invoices submitted to
them, they paid IMI Lit. 11,401 million, in respect of fees and expenses
claimed to be due to IMI, paid Lit. 505 million to Carnelutti, the Company's
Italian counsel, and then paid the remaining proceeds of Lit. 60,293 million
to the Company. The Company has since early July 2000 disputed IMI's
interpretation of the calculation of the fee due to them under their
engagement letter, following indication by IMI of their basis of calculation.

The Lit. 60,293 million received by the Company was applied first to pay
amounts due for transaction expenses and other payables and obligations
estimated in the aggregate to be approximately Lit. 2,700 million and to
redeem, prior to September 30, 2000, all outstanding shares of Series B
Preferred Stock for a price equal to US$100 per share plus any accrued and
unpaid dividends thereon, for a total of approximately US$ 12.6 million
(approximately Lit. 28,300 million at the then prevailing exchange rate). Cash
was invested in short-term fixed interest securities pending evaluation of the
alternatives available with respect to such funds.

AGREEMENT WITH TRG AND OAM TO HOLD SHAREHOLDER MEETING TO VOTE ON A PROPOSAL
TO LIQUIDATE

In connection with the execution and delivery of the Share Purchase Agreement
described above, the Company agreed with OAM and TRG by letter dated April 14,
2000 (as amended), that it would, 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. The deadline for such shareholders' meeting was subsequently
extended by 60 days, to February 7, 2000 and then until July 15, 2001. In
connection with the Bion transaction, (see Note 12 - Subsequent Events), OAM
and TRG waived their rights to cause a shareholders' meeting to vote on a
proposal to liquidate.

F-10

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

1. BACKGROUND AND ORGANIZATION - Continued

REPORTING CURRENCY

The primary financial statements through the disposal of the Company's
operations were shown in Italian Lire because all of the Company's material
operating entities were based in and operated entirely in Italy. Following
the disposal of its operations, the Company invested the major part of the net
proceeds of disposal in Lire denominated short-term investments pending
evaluation of its alternatives and, accordingly, the primary financial
statements at December 31, 2000 continue to be shown in Italian lire.

The functional currency of the Company will change to U.S. Dollars following
the Bion transaction described in Note 12.

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
calculated at the rate of Lit. 2,061 to US$1.00, the approximate exchange rate
at December 31, 2000. It should not be construed that the assets and
liabilities, expressed in U.S. dollar equivalents, can actually be realized in
or extinguished in U.S. dollars at that or any other rate. All currency
amounts in these financial statements are in Lire unless specifically
designated in other currencies.

2. SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING PRINCIPLES

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from these estimates.

FOREIGN CURRENCY TRANSLATION

The financial statements of the Company have been translated from US$ to
Italian lire using the year-end exchange rate for balance sheet items and the
average exchange rate for the year for statement of operation items. The
translation differences resulting from the change in exchange rates from year
to year have been reported separately as a component of shareholders' equity.

F-11

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

2. SIGNIFICANT ACCOUNTING POLICIES - Continued

FOREIGN CURRENCY TRANSACTIONS

Transactions, receivables and payables denominated in currencies other than
the functional currency are recorded at the exchange rate in effect on the
transaction date. Such receivables and payables are adjusted to current
exchange rates as of the date paid or the balance sheet date, whichever is
earlier. Gains and losses are included in "other income, net" in the
statements of operations.

CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

MARKETABLE SECURITIES

Marketable securities consist of variable rate fixed income investments, which
can be readily sold using established markets. Marketable securities as of
December 31, 2000 are held-to-maturity and are represented by Banca del Lavoro
O/S FRN 2003 securities, which are carried at cost plus accrued interest.

INCOME TAXES

Income taxes are provided in accordance with local laws. Deferred income
taxes have been provided using the liability method in accordance with FASB
Statement No. 109, "Accounting for Income Taxes."

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 and translation
difference from the conversion of balance sheets of non-Italian entities. The
Company has chosen to disclose comprehensive income in the Consolidated
Statements of Stockholders' Equity.

F-12

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

2. SIGNIFICANT ACCOUNTING POLICIES - Continued

NEW ACCOUNTING STANDARD

In 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities" SFAS No. 133 which establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
SFAS No. 133 requires that changes in the derivative's fair value be
recognized in earnings unless specific hedge accounting criteria are met.
Special accounting for qualifying hedges allows a derivative's gains and
losses to offset related results on the hedged item in the income statement.
SFAS No. 133 as amended by SFAS No. 137, is effective for fiscal years
beginning after June 15, 2000 but may be adopted earlier. The Company has not
and, not having any operations, does not intend to enter into derivative or
hedging operations and accordingly adoption of the standard will have no
effect.

RECLASSIFICATIONS

Comparative figures for 1999 and 1998 have been reclassified to conform with
the 2000 presentation.

3. 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 of Lit. 57,018 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 1, above.

Results of the disposed motorcycle operations through the effective disposal
date of July 1, 2000 and for the years to December 31, 1999 and 1998 were as
follows:

F-13

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

3. DISCONTINUED MOTORCYCLE OPERATIONS - Continued

To effective disposal Dec. 31 Dec. 31
Date - July 1, 2000 1999 1998
US$'000 Lit. m Lit. m Lit. m
-------- ------------ ------------- ------------

Net sales 24,742 50,994 86,232 83,760

Loss before taxes (3,789) (7,810) (22,888) (19,780)
Provisions for taxes (249) (514) (88) (519)
-------- ------------ ------------- ------------
Net loss from discon-
tinued motorcycle
operations $ (4,038) Lit. (8,324) Lit. (22,976) Lit. (20,299)
======== ============ ============= ============

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:

July 1 July 1 Dec. 31
2000 2000 1999
$'000 Lit. m Lit. m
------- ------------ --------------
Current assets 33,169 68,361 61,926
Current liabilities (35,344) (72,844) (79,385)
------- ------------ --------------
Net current liabilities (2,175) (4,483) (17,459)
------- ------------ --------------
Property, plant and equipment 6,207 12,792 14,638
Other long-term assets 1,218 2,510 889
Long-term liabilities (4,615) (9,512) (10,000)
------- ------------ --------------
Net non-current assets 2,810 5,790 5,527
------- ------------ --------------
Net assets/liabilities of
discontinued operations $ 635 Lit. 1,307 Lit. (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 - Lit.
13,863 million) to finance operations through disposal.

F-14

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

4. ISSUANCE AND REDEMPTION 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 until January 2002, for US$100 per share (an aggregate price of
US$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 US$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 US$5.00, based upon the liquidation preference
of the Series B Preferred Stock (US$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, it would redeem the Series B preferred stock on September
30, 2000 and they agreed not to convert their Series B stock if the Company
redeemed 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. 3,062 million in
respect of amortization of costs and exchange differences through redemption
which arose as the Company's obligation was denominated in U.S. Dollars.

F-15

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

4. ISSUANCE AND REDEMPTION OF SERIES B PREFERRED STOCK - Continued

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 US$.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 and the amount of Lit. 3,347 million, representing the fair value of the
shares has been charged to the income statement. Additionally, in connection
with Fineco's purchase of the Series B shares the Company paid a commission of
US$180,000 to Andrea delle Valle, a director of TRG, and paid US$80,000 to
Investec Ernst, an investment banking firm, where Mark Segall, a director of
TRG, is an executive officer.

5. AMOUNTS DUE FROM AND TO RELATED PARTIES

Dec. 31 Dec. 31 Dec. 31
2000 2000 1999
US$'000 Lit. m Lit. m
------- ------------ --------------
Amounts due from Related parties:
Trident Rowan Group, Inc. - - 196
------- ------------ --------------
$ - Lit. - Lit. 196
======= ============ ==============

Amounts due to Related parties:
Trident Rowan Group, Inc. 84 172 -
OAM S.p.A. 106 218 80
------- ------------ --------------
$ 190 Lit. 390 Lit. 80
======= ============= ==============

Balances due from and to TRG and OAM are in respect of various advances for
expenses.

6. RELATED PARTY TRANSACTIONS

BION TRANSACTION

In a related party transaction, the Company purchased 19,000,000 shares of
restricted stock of Bion for substantially all of its assets and immediately
thereafter this, Bion purchased from OAM 3,459,997 shares of the Company,
which represents a controlling interest in the Company. In addition, on March
14, 2002, the Company and Bion entered into an agreement effective January 15,
2002 for certain services and advances provided to the Company by Bion (See
Note 12 - Subsequent Events).

F-16

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

6. RELATED PARTY TRANSACTIONS - CONTINUED

FINANCIAL SUPPORT OF THE COMPANY BY OAM S.P.A. AND TRG INC.

On October 1, 1998, a bridge loan of Lit. 3,000 million was made by Mr. Gianni
Bulgari a director of the Company until January 2002, to OAM S.p.A. who lent
the proceeds to Guzzi Corp. to provide financing in anticipation of the
consummation of the merger with NAAC. The loan by OAM S.p.A. to Guzzi Corp.
was made on the same terms and conditions as the loan by Mr. Bulgari to OAM
S.p.A. and bore interest at 10% and a flat fee of 1%, through March 31, 1999.
The Lit. 3,000 million loan from Mr. Bulgari was repaid in May 1999 by OAM
S.p.A.

The loan was, however, not repaid to OAM S.p.A. by the Company on its
expiration of March 31, 1999 and in July 1999, the Company agreed to issue a
warrant to purchase 100,000 shares to OAM S.p.A. at a subscription price of
$0.01 each on condition that OAM S.p.A. reduced the interest rate on this loan
to 4% and maintained both this loan and collateral of Euro 2,050,000 deposited
as security for a bank credit line of Moto Guzzi S.p.A. through March 31,
2000. The Company accounted for the fair value of the 100,000 shares issuable
to OAM S.p.A. of Lit. 1,222 million as finance expense, which was amortized
over the period for which OAM S.p.A. agreed to maintain in place its loans and
funds deposited as collateral. OAM exercised this warrant in 2000 and
continued to provide the financial support from the expiration on March 31,
2000 until the sale of Moto Guzzi operations in September 2000, without any
additional expense.

ISSUANCE OF 5% DEBENTURES BY TRIDENT ROWAN AND LENDING OF PROCEEDS

On December 28, 1999, Trident Rowan issued US$ 6 million of 5% Convertible
Debentures Due December 28, 2001 to provide funds for the Company and for its
general corporate purposes. In connection with raising these funds, Trident
Rowan also issued a US$250,000 5% Convertible Debenture to Emanuel Arbib,
co-CEO of Trident Rowan and a Director of the Company, for his efforts in
connection with such placement, and agreed to issue Trident Rowan 300,000
shares of Common Stock of the Company in connection with its efforts to place
the Debentures. Such shares were issued in July 2000. In June 2001 Mr.
Arbib accepted US$218,750 as payment in full on the US$250,000 in Debentures
held by him. Trident Rowan also paid US$360,000 to an Italian intermediary
and US$60,000 plus US$26,106 for legal expenses to Investec Ernst & Company.
Mark Segall, a director of Trident Rowan is an officer of Investec Ernst &
Company.

F-17

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

6. RELATED PARTY TRANSACTIONS - CONTINUED

ISSUANCE AND REDEMPTION OF SERIES B PREFERRED STOCK

On February 25, 2000, the Company issued 123,500 shares of a new Series B
Preferred Stock to Fineco Sim S.p.A., an Italian institutional investor
("Fineco"), and affiliates of Fineco, TRG, OAM, S.p.A., and William Spier, a
director of the Company through January 2002, and Wheatley Partners LP and
Wheatley International Partners LP, each of which is an affiliate of Barry
Fingerhut, a director of the Company through January 2002, for US$100 per
share (an aggregate price of US$12,350,000). The Company closed on the sale
of its operating subsidiaries on September 6, 2000 and in the last week of
September 2000 it redeemed in full all outstanding shares of Series B
Preferred Stock for a price equal to US$100 per share plus accrued dividends
thereon, for a total of approximately US$ 12.6 million (approximately Lit.
28,300 million at the prevailing exchange rate). For further details on the
issuance and redemption of the Series B Preferred Stock, see Note 4 above.

APRIL 14TH SHARE PURCHASE AGREEMENT

The Share Purchase Agreement providing for the sale of the Company's operating
subsidiaries to Aprilia contained a condition that OAM (the holder of
approximately 58% of the issued and outstanding shares of the Company's Class
A common stock, and a subsidiary of TRG) agree to vote its capital stock for
the sale, and by letter to Aprilia dated April 14, 2000, OAM agreed, among
other things, to vote its shares for the sale.

In order to induce OAM to deliver its letter to Aprilia, the Company agreed
with OAM and Trident Rowan by letter dated April 14, 2000 that, among other
things, it would pay IMI's fees in connection with the sale. The April 14th
letter was amended on June 8, 2000 to provide, among other things, that the
Company would, as promptly as practicable after the closing of the sale, 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 of the
Company's assets and dissolve itself. The date for proceeding to propose a
liquidation was subsequently extended by Trident Rowan and OAM to July 15,
2001. In connection with the Bion transactions described in Note 12 below,
OAM and Trident Rowan released the Company from its obligations to proceed to
propose a liquidation. In connection with the sale, Aprilia required the
terminations of certain of the Company's executives and further required that
the Company pay all costs of such terminations. Accordingly, the Company
agreed to pay severance to two of its directors, Mark S. Hauser and Howard E.
Chase, and to Emanuel Arbib, one of its former directors, of US$169,500,
US$51,400 and US$37,900, respectively, in exchange for termination of their
employment and consulting agreements with the Company. The Company also paid
Nick Speyer, the CFO of the Company, US$125,000 in connection with the
termination of his employment agreement with the Company.

F-18

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

6. RELATED PARTY TRANSACTIONS - CONTINUED

CENTERPOINT LOAN TO TRIDENT ROWAN

Trident Rowan's 5% Convertible Debentures in an aggregate amount of
US$6,250,000 were scheduled to come due in December 2001. In order to enable
Trident Rowan to pay off the Debentures on favorable terms, and in
consideration of Trident Rowan's and OAM's extension of the date for the
Company to proceed to propose a liquidation to July 15, 2001, on June 13, 2001
the Company, Trident Rowan and OAM entered into the Centerpoint Loan Agreement
wherein subject to the terms and certain conditions set forth therein the
Company agreed to lend Trident Rowan US$4,200,000. On June 13, 2001 the
Company made the Centerpoint Loan and on June 15, 2001 Trident Rowan paid the
holders of US$6,000,000 of the Debentures US$4,207,500 in cash, which the
Debenture holders accepted as payment in full on the Debentures (including
past due interest), representing a 31.5% discount from their face value. The
Centerpoint Loan bears interest at a rate of 5 % per annum, is repayable in
full on the earlier of June 13, 2002 and the date on which the Trident Rowan
causes or permits a liquidation of the Company, and is secured by the 300,000
shares of the Company's common stock currently owned by Trident Rowan. In
connection with the Centerpoint Loan, OAM also entered into the OAM Guaranty
wherein it guaranteed Trident Rowan's obligations under the Centerpoint Loan
Agreement. OAM's liability under the OAM Guaranty is limited to the value of
the 1,200,000 shares of the Company's common stock held by OAM.

Each of Mark S. Hauser and Nick Speyer is an officer or Director of OAM, which
holds approximately 61% of the Company's Common Stock.

F-19

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

7. INCOME TAXES

TAX RECONCILIATION TO CREDIT AT STATUTORY U.S. FEDERAL RATE

The effective provision for income taxes varied from the income tax credit
calculated at the statutory U.S. federal income tax rate on losses from
continuing operations as follows:

Dec. 31 Dec. 31 Dec. 31 Dec. 31
1999 2000 1999 1998
US $'000 Lit. m Lit. m Lit. m
---------- -------------- -------------- --------------

Computed tax credit at U.S. Federal rate (524) (1,079) - -
Losses and timing differences for which
valuation allowance provided 524 1,079 - -
---------- -------------- -------------- --------------
$ - Lit. - Lit. - Lit. -
========= ============== ============== ==============

TAX LOSSES

At December 31, 2000 the Company had net operating loss carry-forwards for
U.S. federal income tax purposes which expire as follows:

Dec. 31 Dec. 31
2000 2000
US$'000 Lit. m
------- ------------
2020 1,497 3,084
2019 1,620 3,339
------ ------------
$3,117 Lit. 6,424
====== ============

In addition to the operating loss above, the Company has a capital loss
carry-forward of US $14,370,000 from the sale of the motorcycle operations.
This loss can be carried forward to 2005.

DEFERRED TAXES

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Valuation allowances
have been recorded for the deferred tax assets in respect of net operating
loss carry forwards, above, as management believes it more likely than not
that these assets will not be realized.

F-20

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

8. COMPREHENSIVE INCOME

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 its redeemable 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 3 years to December 31, 2000 are
as follows.

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

Balance January 1, 1998 225 - 225
Movement for period (68) - (68)
----- ------ ------
Balance January 1, 1999 157 - 157
Movement for period (24) - (24)
----- ------ ------
Balance January 1, 2000 133 - 133
Movement for period 109 (3,062) (2,953)
Redemption of Series B
Preferred Stock - 3,062 3,062
----- ------ ------
Balance December 31, 2000 242 - 242
===== ====== ======

9. EARNINGS/LOSS PER SHARE

The numerator for the calculation of loss per common share have been
calculated as follows:

Dec .31 Dec. 31 Dec. 31 Dec. 31
2000 2000 1999 1998
$'000 Lit. m Lit. m Lit. m
------- ------- ------- -------
Loss from continuing
operations (1,497) (3,084) - -
Series B Preferred
Stock dividends (528) (1,089) - -
------- ------- ------- -------
Loss from continuing
operations attributable
to common shareholders (2,025) (4,173) - -
======= ======= ======= =======

Series B Convertible Preferred stock, issued and redeemed in 2000 - See Note 4
- - was not dilutive.

F-21

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

10. STOCK OPTIONS

CLASS A WARRANTS TRADED ON THE OTC/BB MARKET UNDER THE TICKER "CPTXW"

On August 27, 1997, NAAC sold 800,000 units ("units") and 150,000 shares of
Class B exchangeable common stock in a public offering. Each unit consisted of
one share of the Company's Class A Common Stock and one Class A Warrant. Each
Class A Warrant entitles the holder to purchase from the Company one share of
Class A Common Stock at an exercise price of US$9.00; each share of Class B
Common Stock entitled the holder to receive two units in exchange for each
Class B share 90 days after the date of a business combination. The Class A
Warrants expire in August 2002 and are redeemable, as a class, in whole and
not in part, at a price of US$.05 per Warrant upon 30 days' notice at any time
provided that the Company's stockholders have approved a business combination
and the last sale price of the Class A Common Stock has been US$11.00 or
higher for 10 of the trading days prior to the day on which the Company gives
notice of redemption.

Also, as part of the Merger, certain directors of NAAC subscribed for 30,000
Class B options prior to the closing of the Merger. The 180,000 shares of
Class B Common Stock were eliminated on the consummation of the Merger and
each share of Class B Common Stock was converted to two shares of Class A
Common Stock and two Class A Warrants, resulting in the issue of 360,000 Class
A Warrants. The 1,160,000 Class A Warrants resulting from NAAC's public
offering and the conversion of Class B Common Stock are traded on the OTC/BB
market under the ticker "CPTXW."

UNDERWRITER WARRANTS AND OPTIONS AND OTHER NAAC OPTIONS AND WARRANTS PRIOR TO
MERGER

In October 1996, NAAC granted options to purchase 133,333.3 units (units
consisting of one share of Class A Common Stock and one Class A Warrant) to
the Company's two then new directors and to a founder. The options are
exercisable for a period of three (3) years from the date of a business
combination at an exercise price of US$12.50 per unit. 50,000 of such options
are held by David Mitchell, a director of the Company and the President and
CEO since January 24, 2002.

The underwriters engaged by NAAC in its public offering received a warrant to
purchase 80,000 shares of Class A Common Stock and 80,000 Class A Warrants, at
an exercise price of US$11.00 per share and a warrant and to purchase 15,000
shares of Class B Common Stock for US$11.00 per share (the "Class B Warrant").
Pursuant to the elimination of Class B Common Stock on March 4, 1999, the
Class B Warrant now entitles the holder to purchase 30,000 shares of Class A
Common Stock and 30,000 Class A Warrants for an exercise price of US$5.50 for
each unit consisting of one share of Class A Common Stock and one Class A
Warrant.

F-22

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

10. STOCK OPTIONS - CONTINUED

OTHER WARRANTS

In connection with the Merger, the Company issued 800,000 "Nominal Warrants"
to the Guzzi Corp. shareholders. Such warrants to subscribe to shares of
Class A Common Stock would be exercisable at US$0.01 each only if the Company
achieved certain operating income in 1999, or a revised target in 2000. In
July 1999, OAM cancelled 100,000 of such warrants that it held in connection
with agreements for providing ongoing financing to the Company and for which
it received a separate warrant. The Company did not reach the operating income
target in 1999 or 2000 and the nominal warrants have lapsed.

Upon closing of the Merger, the Company issued warrants to Allen & Company
Incorporated and EBI Securities Corporation ("EBI") to purchase 315,000 shares
of Class A Common Stock, and 35,000 shares of Class A Common Stock,
respectively, each at an exercise price of $10.00 per share. The warrants may
be exercised at any time prior to July 1, 2003.

In February 2000, the Board of Directors granted options to purchase 50,000
shares of the Company's Common Stock, at an exercise price of US$7.00 per
share, to Dr. Peter Hobbins, who was a Director of the Company from March 1999
to July 1999. The options were exercisable immediately and for ten years
following the date of grant. The options were issued in consideration of Mr.
Hobbins' prior service to the Company as a Director.

On March 25, 1999, the Company issued a warrant to Elliott Broidy to purchase
25,000 shares of Class A Common Stock at an exercise price of US$9.00 per
share. The warrant terminates on March 24, 2003. On March 31, 1999, pursuant
to an investment banking agreement between the Company and EBI, the Company
issued a warrant to EBI to purchase 225,000 shares of Class A Common Stock at
an exercise price of US$9.00 per share. In connection with this agreement,
EBI agreed to the cancellation of its 35,000 warrants referred to above.

As described in Note 6, in July 1999 the Company issued OAM a warrant to
purchase 100,000 shares of Class A Common Stock at an exercise price of
US$0.01 per share in consideration for financing provided by OAM. The warrant
was exercised in 2000.

STOCK OPTION PLAN

On July 23, 1998, the Company adopted the 1998 Stock Option Plan (the "1998
Plan") and the 1998 Plan for Outside Directors. Both Option Plans were
subject to stockholder approval and consummation of the Merger which duly
occurred in March 1999.

F-23

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

10. STOCK OPTIONS - CONTINUED

The 1998 Plan provides for the grant of options to purchase up to an aggregate
of 1,250,000 shares of the Company's Common Stock to be made to employees,
officers, directors and consultants of the Company and its subsidiaries after
the Merger. The 1998 Plan provides both for incentive stock options
("Incentive Options"), and for options not qualifying as Incentive Options
("Non Qualified Options"). The Company's Board or the Committee will determine
the exercise price for each share of the Company's Common Stock purchasable
under an Incentive or Non Qualified Option (collectively "Options"). The
exercise price of a Non Qualified Option may be less than 100% of the fair
market value on the last trading day before the date of the grant. The
exercise price of an Incentive Option may not be less than 100% of the fair
market value on the last trading day before the date of grant (or, in the case
of an Incentive Option granted to a person possessing at the time of grant
more than 10% of the total combined voting power of all classes of stock of
the Company, not less than 110% of such fair market value). Options may only
be granted within a ten-year period which commenced on July 23, 1998 and
Incentive Options may only be exercised within ten years of the date of the
grant (or within five years in the case of an Incentive Option granted to a
person who, at the time of the grant, owns stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of
its parent or any subsidiary). Options to purchase an aggregate of 255,000
shares of Class A Common Stock at an exercise price of US$10.8675 were issued
to certain officers (directors in their capacity as management) of the Company
at the closing of the Merger. Options to purchase an aggregate of 625,000
shares at an exercise price of US$9.50 were approved by the Board of Directors
on March 8, 1999 for grant to operational management employees, though none of
these options were ever granted.

The 1998 Plan for Outside Directors provides for the grant of non-incentive
options to purchase up to an aggregate of 400,000 shares of the Company's
Class A Common Stock, to the non-employee directors of the Company, each grant
to be on the effective date of the Merger and on each January 2, beginning
January 2, 2000, of options to purchase 12,500 shares of Company's Class A
Common Stock. The options will expire upon the earlier of ten years following
date of grant or three months following the date on which the grantee ceases
to serve as a director. Options to purchase an aggregate of 100,000 shares of
Class A Common Stock at an exercise price of US$10.8675 were granted to
directors on the closing of the Merger. On January 3, 2000, 12,500 options
with an exercise price of US$3.719 were issued to each of the four Outside
Directors under this Plan.

F-24

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

10. STOCK OPTIONS - CONTINUED

The following is a summary of options outstanding under the plans.

December 31, 2000 December 31, 1999
------------------- -------------------
Weighted Weighted
Average Average
Shares Exercise Shares Exercise
(000)'s Price (000)'s Price
------- -------- ------- --------

Outstanding, January 1 355 $10.87 - -
Granted 100 $ 5.36 355 $10.87
Exercised - - - -
Forfeited or exchanged (55) $10.87 - -
--- ------ --- ------
Outstanding, December 31 400 $ 9.49 355 $10.87
=== ====== === ======
Options Exercisable, December 31 400 $ 9.49 355 $10.87
=== ====== === ======

Stock Options Outstanding Stock Options Exercisable
------------------------------ -------------------------
Weighted
Weighted Average Weighted
Range of Average Remaining Average
Exercise Shares Exercise Contractual Shares Exercise
Price (000)'s Price Life (000)'s Price
- -------- ------- -------- ----------- ------- ---------
$10.87 300 $10.87 8.18 years 300 $10.87
$ 7.00 50 $ 7.00 9.15 years 50 $ 7.00
$ 3.72 50 $ 3.72 9 years 50 $ 3.72
--- ------ --- ------
400 $ 9.49 400 $ 9.49

EARNINGS PER SHARE

As the Company has incurred losses from continuing operations in 2000 and had
no earnings from continuing operations in 1999 all warrants and options
described above are considered antidilutive. No options and warrants were
issued prior to 1999. The potentially dilutive effects of outstanding options
and warrants in 2000 and 1999 is summarized below:

F-25

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

10. STOCK OPTIONS - CONTINUED

2000 1999
--------- ---------
Weighted average number of common shares
outstanding during the year 5,796,106 5,174,481
OAM warrant - 41,860
NAAC underwriter warrants - 10,511
--------- ---------
5,796,106 5,226,852
========= =========

ACCOUNTING FOR STOCK OPTIONS

The Company has elected the disclosure-only provisions of FASB Statement No.
123, "Accounting for Stock Based Compensation" and applies APB Opinion No. 25
and related interpretations in accounting for their stock option plans.

If the Company had elected to recognize compensation cost based on the fair
value of awards of options and warrants at grant dates, the pro forma net loss
from operations and loss per share for 1999 would have been Lit. 24,970
million (US$12,978,000) and Lit. 4,826 (US$2.51) per share. The fair value of
options issued in 2000 would not have been significant. The fair value of
the Company's warrants and options for 1999 was estimated based on the trading
price of the Class A Warrants. The Company believes that due to the brief
trading history of the Company's shares that this basis of estimate
approximates that which would be obtained using Black-Scholes or other option
pricing models.

11. FINANCIAL INSTRUMENTS

The Company does not enter into foreign exchange contracts in the normal
course of its operating activities. The Company has not hedged against
foreign exchange risk on its marketable securities, which are denominated in
Euro.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating
its fair value disclosure for financial instruments.

CASH AND CASH EQUIVALENTS: the carrying amount of cash and cash equivalents
reported by the Company approximates their fair value.

FIXED INTEREST MARKETABLE SECURITIES: fair value for marketable quoted
securities is based on market price and for non-marketable securities, is
estimated using discounted cash flow analysis based on similar investments
available as at the balance sheet date. There are no significant differences
between fair value and carrying value.

F-26

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

12. SUBSEQUENT EVENTS

LOAN TO TRG INC

On June 13, 2001 the Company, TRG and OAM entered into the TRG Loan Agreement
wherein subject to the terms and certain conditions set forth therein the
Company agreed to lend TRG US$4,200,000. The loan bears interest at a rate of
5% per annum, was repayable in full on the earlier of June 13, 2002 and the
date on which TGR causes or permits a liquidation of the Company, and was
secured by the 300,000 shares of the Company's common stock currently owned
by TRG. In connection with the TRG loan, OAM also entered into the OAM
Guaranty wherein it guaranteed TRG's obligations under the TRG Loan Agreement.
OAM's liability to the Company under the OAM Guaranty is limited to the value
of 1,200,000 of the Centerpoint shares owned by OAM. The TRG Promissory Note
was used by the Company as partial consideration in its acquisition of the
Bion shares (see below), and in Bion's acquisition of the Company's shares
from OAM, each of which is described below.

APRILIA CLAIMS UNDER THE SHARE PURCHASE AGREEMENT; PAYMENT BY IMI; REQUEST FOR
ARBITRATION

On June 2001 Aprilia's legal counsel sent a letter to Centerpoint which
alleged that it had various claims under the Share Purchase Agreement
aggregating approximately Lit. 9,600 million. On July 13, 2001 Centerpoint's
Italian counsel sent a letter to Aprilia's counsel contesting all of the
Alleged Claims.

On July 13, 2001 Aprilia requested that IMI, the escrow agent under the Escrow
Agreement, pay them Lit. 7,611 million in respect of the Alleged Claims. On
July 26, 2001, in spite of being aware of Centerpoint contesting of each of
the Alleged Claims and its intention to seek arbitration, IMI advised
Centerpoint that it had paid Lit. 7,611 million from the escrow account to
Aprilia in respect of the Alleged Claims.

Pursuant to the Share Purchase Agreement and Escrow Agreement, which provides
that disputes among the parties be arbitrated, the Company filed with the
International Chamber of Commerce a Request for Arbitration in Accordance with
Article 4 of the ICC Rules of Arbitration relating to the Alleged Claims and
the payment by IMI and requesting restitution of the funds paid to Aprilia.
The Arbitration committee was constituted on November 16, 2001.

DISPUTE OVER IMI FEE

F-27

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

12. SUBSEQUENT EVENTS - CONTINUED

BION TRANSACTION - CHANGE OF CONTROL OF THE COMPANY

In December 2001, the Board of the Company met to evaluate the alternative
strategies and investments available to the Company. Investec Ernst & Co.,
who had been hired in June 2001 to assist in this process, presented to the
Board their conclusions on a number of potential investments. After review of
the possible investments, the Board resolved to approve the acquisition of
19,000,000 shares of Bion Environmental Technologies, Inc., a publicly held
Colorado corporation ("Bion"). Bion is an environmental service company
focused on the needs of confined animal feeding operations. Bion is engaged
in two main areas of activity: waste stream remediation and organic soil and
fertilizer production. Bion's waste remediation service business provides
confined animal feeding operations (primarily in the swine and dairy
industries) with treatment for the animal waste outputs. In this regard, Bion
treats their entire waste stream in a manner which cleans and reduces the
waste stream thereby mitigating pollution of the air, water (both ground and
surface) and soil, while creating value-added organic soil and fertilizer
products. Bion's soil and fertilizer products are being used for a variety of
applications including school athletic fields, golf courses and home and
garden applications.

On January 15, 2002, the Company closed the transaction with Bion by
purchasing 19,000,000 shares of restricted stock of Bion in exchange for
approximately US$8.5 million in cash (substantially all of the Company's
cash), the US$4.2 TRG Promissory Note (including accrued interest), and the
assignment of 65% of the Company's claims with respect to the escrow accounts
and claims against IMI. Unrestricted stock of Bion is traded on the OTC/BB
market under the ticker "BION".

Immediately upon consummation of this transaction, Bion purchased a 57.7%
majority interest in the Company from OAM. The total consideration paid by
Bion consisted of (i) US$3,700,000 in cash, (ii) the assignment of the US$4.2
million TRG Promissory Note (including accrued interest) and related loan
guarantees, (iii) the assignment of the 65% interest in the Company's claims
with respect to the escrow accounts and claims against IMI, (iv) the issuance
of 1,000,000 shares of Bion's common stock, and (v) the issuance of a warrant
to acquire 1,000,000 shares of Bion's common stock at a price of US$0.90, with
expiration date of January 10, 2007.

F-28

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000

12. SUBSEQUENT EVENTS - CONTINUED

Under the Subscription Agreement and related Registration Rights Agreement,
Bion agreed among other things (i) file a with SEC a Registration Statement
with respect to the Bion Shares, as soon as practicable, and within 90 days of
the Company's filing with the SEC of its December 31, 2001 Form 10-K, and to
use its best efforts to cause such Registration Statement to be declared
effective as soon as practicable thereafter, (ii) to use its best efforts to
cause the Bion Shares to be distributed to the Company's common stockholders
in a tax efficient manner in accordance with applicable law, and (iii) to use
its best efforts to hold an Annual Meeting of Bion Shareholders during 2002,
in accordance with its by-laws and applicable law. It is expected that the
distribution will occur during the second half of calendar 2002. When that
distribution occurs, approximately 11,000,000 of Bion's shares will be
distributed back to Bion. Bion has advised the Company that it intends to
cancel such shares.

David Mitchell, a director of the Company, is the Chairman, President, Board
member and a principal stock and warrant holder of Bion. Additionally a
portion of the proceeds of the Bion Investment were used to pay off US$718,485
of indebtedness of Bion owed to Mr. Mitchell.

Following the Bion Investment and Bion acquisition of Centerpoint Shares, all
of the Company's directors, other than David Mitchell, resigned from their
positions on the Company's Board of Directors. Bill Spier, one of the
Company's Directors until he resigned on January 24, 2002, sits on Bion's
advisory board. On January 21, 2002, Howard Chase, a director of the Company
until he resigned on January 15, 2002, joined the Board of Directors of Bion.

F-29

CENTERPOINT CORPORATION AND SUBSIDIARIES
(Moto Guzzi Corporation through September 19, 2000)
Schedule II - Valuation and Qualifying Accounts

Col. A Col. B Col. C Col. D Col. E
- ---------------------------------- ---------- --------------------- ---------- ---------
(2)
(1) Charged
Balance at Charged to to other Balance
beginning costs and accounts Deductions at end of
Description of period expenses describe describe period
- ---------------------------------- ---------- ---------- -------- ---------- ---------

In millions of Italian Lire

Year ended December 31, 2000

Deducted from asset accounts:
Allowance for escrow receivables - 9,375 (a) - - 9,375
----- ----- ---- ---- -----
- - - - 9,375
===== ===== ==== ==== =====

In thousands of U.S. Dollars

Year ended December 31, 2000

Deducted from asset accounts:
Allowance for escrow receivables - 4,549 (a) - - 4,549
----- ----- ---- ---- -----
- 4.549 - - 4,549
===== ===== ==== ==== =====
________________

(a) Full allowance was made for escrow receivables from Aprilia in accounting for the sale of the
Company's Moto Guzzi subsidiaries, thus charging such amounts against the gain on sale included
in the income statement.

F-30

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CENTERPOINT CORPORATION

April 10, 2002 By:/s/ David Mitchell
David Mitchell
President and CEO

April 10, 2002 By:/s/ David Fuller
David Fuller
Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacity and on the dates indicated.

April 10, 2002 /s/ David Mitchell
David Mitchell, Director

INDEX TO EXHIBITS

(Items 14(a)(3) and 14(c))

Exhibit No. Description
- ----------- -----------

3.1 Amended and Restated Certificate of Incorporation of the
Company, as amended (Incorporated herein by reference to
the Registrant's Registration Statement on Form SB-2 (File
No. 33-80647) declared effective August 22, 1997)

3.2 Amended and Restated Certificate of Incorporation of the
Company (Incorporated herein by reference to Annex IV to
the Registrant's Form S-4 dated February 4, 1999, as
amended (File No. 333-65267))

3.3 Alternative Form of Article Fourth of the Amended and
Restated Certificate of Incorporation to Effectuate the
Class B Recapitalization (Incorporated herein by reference
to Annex VII to the Registrant's Form S-4 dated February 4,
1999, as amended (File No. 333-65267))

3.4 Certificate of Designation of Series B Preferred Stock
(Incorporated by reference to Exhibit 3.4 to the Regis-
trant's Form 10-K for the year ended December 31, 1999)

3.5 Amended and Restated By-laws of the Company (Incorporated
herein by reference to Exhibit 3.3 to the Registrant's Form
S-4 dated February 4, 1999, as amended (File No. 333-65267))

10.1 Employment Agreement dated March 4, 2000 by and between the
Company and Mark S. Hauser (Incorporated by reference to
Exhibit 10.1 to the Registrant's Form 10-K for the year
ended December 31, 1999)

10.2 Consulting Agreement with Emanuel Arbib dated March ___,
1999 (Incorporated by reference to Exhibit 10.2 to the
Registrant's Form 10-K for the year ended December 31, 1999)

10.3 Consulting Agreement with Howard E. Chase dated March ___,
1999 (Incorporated by reference to Exhibit 10.3 to the
Registrant's Form 10-K for the year ended December 31, 1999)

10.4 Consulting Agreement with David J. Mitchell dated as of
March 2, 1999 (Incorporated by reference to Exhibit 10.4 to
the Registrant's Form 10-K for the year ended December 31,
1999)

10.5 Consulting Agreement with Como Consultants Limited dated as
of March 2, 1999 (Incorporated by reference to Exhibit
10.5 to the Registrant's Form 10-K for the year ended
December 31, 1999)

10.6 1998 Non-Qualified Stock Option Plan (Incorporated herein
by reference to Annex V to the Registrant's Form S-4 dated
February 4, 1999, as amended (File No. 333-65267)) *

10.7 1998 Plan for Outside Directors (Incorporated herein by
reference to Annex IV to the Registrant's Form S-4 dated
February 4, 1999, as amended (File No. 333-65267)) *

10.8 Form of Class A Common Stock Warrant (Incorporated herein
by reference to Exhibit 4.5 to the Registrant's Form S-4
dated February 4, 1999, as amended (File No. 333-65267))

10.9 Form of Nominal Warrant (Incorporated herein by reference
to Annex III to the Registrant's Form S-4 dated February 4,
1999, as amended (File No. 333-65267))

10.10 Agreement and Plan of Merger dated August 18, 1998 by and
between Moto Guzzi Corp. and North Atlantic Acquisition
Corporation (Incorporated herein by reference to Annex I to
the Registrant's Form S-4 dated February 4, 1999, as amended
(File No. 333-65267))

10.11 First Amendment dated December 3, 1998 to Agreement and
Plan of Merger dated August 18, 1998 by and between Moto
Guzzi Corp. and North Atlantic Acquisition Corporation
(Incorporated herein by reference to Annex I to the
Registrant's Form S-4 dated February 4, 1999, as amended
(File No. 333-65267))

10.12 Preliminary Share Sale and Purchase Agreement dated as of
April 14, 2000 by and between the Company and Aprilia S.p.A.
(Incorporated herein by reference to Exhibit 10.1 to the
Registrant's Form 8-K dated April 14, 2000)

_______________

* Represents a management contract or compensatory plan, contract or
arrangement in which a director or named executive officer of the Company
participated.