UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 1999 |_| TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from ______________ to ________________ Commission file number - 000-22813 MOTO GUZZI CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 13-3853272 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 350 Park Avenue , New York, New York 10022 --------------------------------------------------- (Address of principal executive offices - Zip code) Registrant's telephone number, including area code: (212) 644-4441 Former name, former address and former fiscal year, if changed since last report. North Atlantic Acquisition Corp., 5 East 59th Street, New York, NY 10022 Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |_| No |_| APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common stock, par value $.01 per share, 5,496,000 shares outstanding as of May 17, 1999. Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) INDEX Part I - Financial Information Item 1. Financial statements: Balance sheets as of February 28, 1999 and August 31, 1998 ....... 3 Statements of operations for the three and six months ended February 28, 1999 and 1998 and period from September 1, 1995 (inception) to February 28, 1999.............. 4 Statements of stockholders' equity for the six months ended February 28, 1999............................................... 5 Statements of cash flows for the six months ended February 28, 1999 and 1998 and period from September 1, 1995 (inception) to February 28, 1999................................ 6 Notes to financial statements..................................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .................... 8 Part II - Other Information Item 1. Legal Proceedings................................................. 9 Item 2. Changes in Securities............................................. 9 Item 3. Defaults Upon Senior Securities................................... 9 Item 4. Submission of Matters to a Vote of Security Holders............... 9 Item 5. Other Information................................................. 9 Item 6. Exhibits and Reports on Form 8-K.................................. 9 Signatures................................................................... 10 2 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) Part 1. Financial Information Item 1. Financial Statements BALANCE SHEETS February 28, 1999 August 31, 1998 ----------------- --------------- (Unaudited) (Audited) Assets Cash $ 602 $ 1,079 Cash held in escrow 485 324 Investment in treasury securities held in escrow 8,641,834 8,408,801 Deferred merger costs 601,420 105,000 ----------- ----------- $ 9,244,341 $ 8,515,204 =========== =========== Liabilities and Stockholders' Equity Liabilities: Accrued expenses $ 796,998 $ 174,496 ----------- ----------- Commitments Common stock subject to possible conversion, 160,000 shares at redemption value 1,728,367 1,681,825 ----------- ----------- Stockholders' equity: Convertible preferred stock, $.01 par value - shares authorized 1,000,000; outstanding none; subscribed 94; liquidation value - $9,400 1 1 Subscription receivable -- (100) Class A common stock, $.01 par value - shares authorized 10,000,000; outstanding 906,000 9,060 9,060 Class B common stock, $.01 par value - shares authorized 250,000; issued and outstanding 150,000 1,500 1,500 Additional paid-in capital 6,586,948 6,586,948 Earnings (deficit) accumulated during the development stage 121,467 61,474 ----------- ----------- Total stockholders' equity 6,718,976 6,658,883 ----------- ----------- $ 9,244,341 $ 8,515,204 =========== =========== See accompanying notes to financial statements. 3 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) Item 1. Financial Statements STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended Period From February 28 February 28 September 1, 1995 -------------------------- -------------------------- (inception) to 1999 1998 1999 1998 February 28, 1999 Interest income $ 83,748 $ 108,624 $ 232,498 $ 213,624 $ 643,891 General and administrative expenses and debt costs (35,019) (92,013) (75,963) (103,013) (279,057) Income taxes (25,000) (50,000) (115,000) ----------- ----------- ----------- ----------- ----------- Net income 23,729 16,611 106,535 110,611 249,834 =========== =========== =========== =========== =========== Net income per common share $ 0.02 $ 0.02 $ 0.10 $ 0.10 =========== =========== =========== =========== Weighted average common shares outstanding 1,056,000 1,056,000 1,056,000 1,056,000 =========== =========== =========== =========== See accompanying notes to financial statements. 4 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) Item 1. Financial Statements Statement of Stockholders' Equity Preferred Stock Subscription Class A Common Stock Class B Common Stock Additional ------------------------------------------------------------------------- paid-in Shares Amount Receivable Shares Amount Shares Amount capital -------------------------------------------------------------------------------------- Balance August 31, 1997 (Audited) 94 $ 1 $ (9,400) 906,000 $ 9,060 150,000 $ 1,500 6,586,948 Subscription paid -- -- 9,300 -- -- -- -- -- Net income -- -- -- -- -- -- -- -- Accretion to redemption value of common stock -- -- -- -- -- -- -- -- ------ ------- -------- -------- ------- -------- ------- ----------- Balance August 31, 1998 (Audited) 94 1 (100) 906,000 9,060 150,000 1,500 6,586,948 Subscription paid -- -- 100 -- -- -- -- -- Net income -- -- -- -- -- -- -- -- Accretion to redemption value of common stock -- -- -- -- -- -- -- -- ------ ------- -------- -------- ------- -------- ------- ----------- Balance February 28, 1999 (Unaudited) 94 $ 1 $ -- 906,000 $ 9,060 150,000 $ 1,500 6,586,948 ====== ======= ======== ======== ======= ======== ======= =========== (deficit) accumulated during the Total development stockholders' Comprehensive stage equity Income --------- ------------- Balance August 31, 1997 (Audited) $ (70,005) $ 6,518,104 Subscription paid -- 9,300 Net income 213,304 213,304 213,304 Accretion to redemption value of common stock (81,825) (81,825) (81,825) --------- ----------- ----------- Balance August 31, 1998 (Audited) 61,474 6,658,883 131,479 Subscription paid -- 100 Net income 106,535 106,535 106,535 Accretion to redemption value of common stock (46,542) (46,542) (46,542) --------- ----------- ----------- Balance February 28, 1999 (Unaudited) $ 121,467 $ 6,718,976 59,993 ========= =========== See accompanying notes to financial statements. 5 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) Item 1. Financial Statements STATEMENTS OF CASH FLOW (Unaudited) Period From 6 months ended February 28, September 1, 1995 --------------------------- (inception) to 1999 1998 February 28, 1999 Net income 106,535 110,611 249,834 Adjustments to reconcile net income/(loss) to net cash used in operating activities: Amortization of deferred debt costs -- -- 9,800 Amortization of discount on notes payable -- -- 35,000 Changes in operating assets and liabilities: Accrued expenses 622,502 (16,337) 558,899 Interest receivable on investments 17,027 (163,102) (211,528) ----------- ----------- ----------- Cash used in operating activities 746,064 (68,828) 642,005 ----------- ----------- ----------- Purchase of treasury securities in escrow (21,820,060) (4,157,874) (40,454,258) Sale of treasury securities in escrow 21,570,000 4,106,000 32,065,375 (Increase)/decrease in cash held in escrow (161) 1,352 1,191 ----------- ----------- ----------- Net cash used in investing activities (250,221) (50,522) (8,387,692) ----------- ----------- ----------- Net proceeds from sale of common stock -- 8,188,109 Subscription paid 100 9,300 9,400 Deferred costs: Registration -- 90,000 Merger costs (496,420) (496,420) Debt -- (9,800) Repayment of notes payable (100,000) (100,000) Proceeds from issuance of notes payable -- -- 65,000 ----------- ----------- ----------- Net cash (used in)/provided by investing activities (496,320) (90,700) 7,746,289 ----------- ----------- ----------- Net increase/decrease in cash (477) (210,050) 602 Cash, beginning of period 1,079 400,535 -- ----------- ----------- ----------- Cash, end of period 602 190,485 602 =========== =========== =========== In fiscal 1996, the company received a note for subscribed preferred stock amounting to $9,400, which is a non cash financing activity. In fiscal 1996, the company recorded a $90,000 liability relating to a license agreement, which is a non-cash financing activity 6 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) NOTES TO FINANCIAL STATEMENTS 1. Basis of Presentation. The financial statements are presented in accordance with the requirements of Form 10-Q and Regulation 210 of S-X and consequently do not include all of the disclosures normally made in an annual Form 10-K filing. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and footnotes therein included within the Company's Annual Report on Form 10-K for the year ended August 31, 1998. The financial information has been prepared in accordance with the Company's customary accounting practices and has not been audited. In the opinion of management, the information presents all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature. The foregoing interim results are not necessarily indicative of the results of operations to be expected for a full year. 2. Investments. The Company has invested the majority of the proceeds from the initial public offering in United States Treasury Bills. These treasury bills, which were purchased at a discount, are presented at their accreted cost, which approximates its market value. 3. Merger with Moto Guzzi Corp. On August 18, 1998, the Company, Moto Guzzi Corp., a Delaware corporation ("Guzzi Corp."), and for certain provisions, Trident Rowan Group, Inc., a Maryland corporation ("TRG"), entered into a definitive Agreement and Plan of Merger and Reorganization, as amended ("Merger Agreement"), pursuant to which Guzzi Corp. would merge with and into NAAC, with NAAC being the surviving corporation ("Merger"). TRG and its majority-owned subsidiary, O.A.M. S.p.A., together owned all the outstanding common stock of Guzzi Corp. prior to the merger. Guzzi Corp. is a leading Italian manufacturer, marketer and distributor of performance and luxury motorcycles and motorcycle parts, marketed under the "Moto Guzzi(R)" brand name. The Merger was approved on March 4, 1999 and consummated on March 5, 1999. The Merger will be treated as a reverse acquisition of the Company by Guzzi Corp. The shareholders of NAAC will own, after the Merger, less than 50% of the post-Merger shares. The shareholders of Guzzi Corp. received approximately 76.4% of the post-Merger shares of the Company, excluding any shares of the Company's Class A common stock issuable upon exercise of any options or warrants, and Guzzi Corp., therefore, is the accounting acquiror. An aggregate of 4,200,000 shares of common stock were issuable in accordance with the merger. The cost of the acquisition of the Company will be based on the fair value of the Company's assets and liabilities as of the date of the Merger (which amounts approximate book value). Additionally, an aggregate of 30,000 shares of common stock were issuable to Graubard, Mollen & Miller, counsel to NAAC, contingent upon consummation of the merger in payment of fees relating to the merger. As the Company had no operating activities prior to merger, the merger is not considered as a business combination as defined byAPB16. In accordance with the merger agreement, the Company changed its name to Moto Guzzi Corporation and changed its stock ticker symbol to "GUZI". Following the merger, the Company will adopt the 7 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) December 31 financial reporting year of Moto Guzzi Corp. and will report the first interim results for the merged company for the quarter ended March 31, 1999. As most of the sales and all of the production of Moto Guzzi Corp. are in Italy, the Company will report its results in Italian lire. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Moto Guzzi Corporation, formerly North Atlantic Acquisition Corp. (the "Company") as of the end of the quarter and six months ended February 28, 1999, was a "blank check" or "blind pool" company which was formed on August 9, 1995 to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition or other business combination (a "Business Combination") with an operating business (a "Target Business"). The business objective of the Company is to effect a Business Combination with a Target Business which the Company believes has significant growth potential. As discussed in more detail Note 3 to the unaudited financial statements as at February 28,1999, the Company merged with Moto Guzzi Corp. on March 5, 1999. 8 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) Part II - Other Information Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K None 9 Moto Guzzi Corporation (formerly North Atlantic Acquisition Corp.) (formerly Orion Acquisition Corp. I) (a corporation in the development stage) Part II - Other Information SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 18, 1999 Moto Guzzi Corporation By Mark S. Hauser -------------------------------------- Mark S. Hauser Executive Chairman By Nick Speyer -------------------------------------- Nick Speyer Chief Financial Officer 10