Comtech Group Inc · 10-K · For 12/31/01

Filed On 5/25/04 4:15pm ET   ·   SEC File 0-02642   ·   Accession Number 922423-4-787

Annual Report   ·   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-K Annual Report                               71    336K 
 2: EX-31       Exhibit 31.1 Certificate                               2±    10K 
 3: EX-31       Exhibit 31.2 Certificate                               2±    10K 
 4: EX-32       Exhibit 32.1 Certificate                               1      7K 
 5: EX-32       Exhibit 32.2 Certificate                               1      7K 

10-K   ·   Form 10-K Annual Report
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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, 2001

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: 0-2642

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

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

C/O FdG Associates
 299 Park Avenue
16th Floor
New York, New York 10171
 (Address of principal executive offices) (Zip code)
 (212) 644- 4441

 (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:

 Common Stock, par value US$0.01 per share

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.  _____                                              

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As of March 31, 2004, the aggregate market value of the voting stock held by    
non-affiliates of the registrant was US$1.621 millions (actual transaction      
currency).                                                                      

As of March 31, 2004, there were 4,064,900 shares of the registrant's common    
stock, par value US$ 0.01 (actual transaction currency) per share, outstanding. 

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 TRIDENT ROWAN GROUP, INC.

 TABLE OF CONTENTS

                                                                            Page
                                                                            ----

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

ITEM 1.  BUSINESS............................................................2  

ITEM 2.  PROPERTIES..........................................................4  

ITEM 3.  LEGAL PROCEEDINGS...................................................4  

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................6  

PART II  ....................................................................6  

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER          
       MATTERS.............................................................6

ITEM 6.  SELECTED FINANCIAL DATA.............................................8  

ITEM 7.  MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION           
       AND RESULTS OF OPERATIONS..........................................10

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................18  

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING            
       AND FINANCIAL DISCLOSURE...........................................48

ITEM 9A. CONTROLS AND PROCEDURES............................................48  

PART III ...................................................................48  

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................48  

ITEM 11. EXECUTIVE COMPENSATION.............................................50  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.....57  

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................59  

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................62  

PART IV  ...................................................................63  

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K....63  

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PART I

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.                                             

In October 2002, Arthur Andersen S.p.A. (Deloitte & Touche Italia S.p.A. until  
July 31, 2003) entered into an agreement with the national Italian practice of  
Deloitte Touche Tohmatsu ("DTT") that provides for the association of the former
Arthur Andersen S.p.A. with DTT. On August 1, 2003, the audit operations of     
Deloitte & Touche S.p.A. and Deloitte & Touche Italia S.p.A. were combined and  
the resulting company took the name of Deloitte & Touche S.p.A. DTT has         
performed the quality control procedures required for foreign associated firms  
that are embodied in the requirement of the SEC Practice Section of the American
Institute of Certified Public Accountants with respect to the financial         
statements for the year ended December 31, 2000, included in this Annual Report 
on the Form 10-K as of December 31, 2001.                                       

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ITEM 1.      BUSINESS                                                           

HISTORY OF THE COMPANY                                                          

Trident Rowan Group, Inc. (the "Company"), prior to the disposal of all its     
operating subsidiaries, was primarily in the business of motorcycle             
manufacturing and distribution through Moto Guzzi Corporation ("Moto Guzzi").   
Moto Guzzi acquired by the Company in 1972, was a manufacturer of medium and    
high priced motorcycles. Moto Guzzi was merged in 1999 with and into North      
Atlantic Acquisition Corp. ("North Atlantic"), a specialized merger and         
acquisition allocated risk company.                                             

The Company, in 1995, acquired Temporary Integrated Management S.p.A. ("TIM"), a
temporary management company. The focus of TIM was to invest in troubled        
companies and enhance its investment value through its temporary management     
capability, and then realize such enhanced value through exit mechanisms.       

The Company acquired L.I.T.A. S.p.A. ("LITA"), a producer of welded steel tubes 
through its subsidiary in Luxembourg, Trident Rowan International S.A. ("TRI"), 
in 1996.                                                                        

Disposal of All Operating Subsidiaries :                                        

Moto Guzzi experienced lack of liquidity in 1998 and 1999 that caused component 
supply shortages which were initially eased by the merger with North Atlantic.  
However, the proceeds of the North Atlantic merger were not sufficient to permit
Moto Guzzi to make all of the necessary investments to restore its operations to
profitability. Moto Guzzi was unable to subsequently raise the further required 
funds that resulted in severe financial difficulties and threatened its         
operations. Moto Guzzi sold its four operating subsidiaries to Aprilia S.p.A.   
("Aprilia") in 2000 (see Note 3a to Consolidated Financial Statements in Item 8)
- Moto Guzzi was renamed Centerpoint Corporation ("Centerpoint") after the sale 
of its operating subsidiaries.                                                  

The Company, in 2000, also sold TIM and its welded steel tube operation that it 
carried out through LITA (see Note 3b to Consolidated Financial Statements in   
Item 8).                                                                        

RECENT AND SUBSEQUENT EVENTS                                                    

Overview                                                                        

o  In June 2001, the Company borrowed $4.2 million (actual transaction currency)
from Centerpoint ("Centerpoint Loan"), to fund early repayment of its     
 convertible debentures (see Note 8 to the Consolidated Financial Statements
in Item 8).                                                               

o  The Company purchased, on March 1, 2001, the entire 15.65% minority interests
in OAM (that it did not already own then) from Daimler Chrysler for US$2.5
million (actual transaction currency) (Lira 5,153 million at the effective
 accounting date for this transaction of January 1, 2001) (see Note 5 to the
Consolidated Financial Statements in Item 8).                             

o  In January, 2002, the judge in the Company's litigation against Travelers    
Casualty and Surety Company ("Travelers") arising out of the Wilson       
litigation determined that Travelers was liable to the Company for        
  US$1,000,000 (actual transaction currency), plus the Company's legal fees in
 connection with the litigation, less a reasonable premium. After subsequent
challenges and appeals, in December 2003 the parties entered into a       
settlement agreement that provided, among other things, for the payment of
  US$1,450,000 (actual transaction currency) to the Company by Travelers. This
  amount was paid in December 2003 (see Item 3 and Note 18 to the Consolidated
Financial Statements in Item 8).                                          

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o  In January 2002, the Company entered into a series of transactions and       
  agreements with Bion Environmental Technologies, Inc., ("Bion") (see Note 18
to the Consolidated Financial Statements in Item 8).                      

  Following these transactions, the Company continued to hold directly 300,000
Centerpoint Class A Common Stock (approximately 5% of Centerpoint's       
 outstanding stock). The effect of the transactions with Bion was to dispose
of the Company's majority interest in Centerpoint, receiving assets       
   substantially similar in total value to those the Company would have received
in an eventual liquidation of Centerpoint.                                

o  In February 2002, the Company settled litigation with the Rawlings Sporting  
Goods Company (see Item 3 and Note 18 to the Consolidated Financial       
Statements in Item 8).                                                    

o  In October 2003, Centerpoint, OAM and Aprilia entered into agreement to      
  settle the dispute (relating to the sale of the Moto Guzzi operations), with
Aprilia paying (euro) 1.4 million (approximately Lira 2,900 million) (see 
Note 18 to the Consolidated Financial Statements in Item 8).              

o  On March 31, 2004 the purchasers of LITA S.p.A. agreed to release the Company
 from any other further obligations under its escrow pertaining to potential
  tax liabilities, which had been due to expire on December 31, 2004. For this
release, the Company paid (euro) 30,000 in 2004 (see Note 18 to the       
Consolidated Financial Statements in Item 8).                             

CURRENT STATUS OF THE COMPANY                                                   

As of March 31, 2004, the date of this annual report in Form 10K, the Company no
longer has any operating subsidiaries. The Company's principal assets are as    
follows:                                                                        

o  Approximately (euro) 4.1 million ($5.0 million at March 31, 2004 exchange    
  rates) in cash. Approximately 86% of the cash and marketable securities held
by the Company are denominated in US Dollars and the balance in Euro;     

o  140,000 Centerpoint Class A Common Stock (carrying value was written down to 
zero in 2002);                                                            

o  144,240 (after the 10 for 1 reverse stock split occurred in July 2002) Bion  
 common stock (carrying value written down to zero) and warrants to purchase
   100,000 (after the 10 for 1 reverse stock split occurred in July 2002) shares
   of Bion common stock at US$ 9.00 (actual transaction currency) per share (has
not been assigned a value in the consolidated financial statements);      

o  A sixty-five percent share in claims with respect to residual funds of       
 approximately (euro) 600 thousand held in an escrow account relating to the
September 2000 sale of the Company's Moto Guzzi operations to Aprilia (See
Note 15 to the Consolidated Financial Statements in Item 8). This claim (a
contingent asset) is not recorded as assets in the consolidated financial 
statements; and                                                           

o  A sixty-five percent share of claims against Banca di Intermediazione        
 Mobiliare IMI S.p.A. ("IMI") to recover fees charged in connection with the
September 2000 sale of the Company's Moto Guzzi operations to Aprilia (See
Note 18 to the Consolidated Financial Statements in Item 8). This claim (a
contingent asset) is not recorded as asset in the consolidated financial  
statements.                                                               

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The Company's only liabilities are principally for corporate costs, taxes and   
litigation in respect of the claims above.                                      

The majority of the assets described above are held by OAM S.p.A., a 98.6%      
Italian subsidiary of the Company.                                              

FUTURE BUSINESS OF THE COMPANY                                                  
------------------------------                                                  

In May 2002 the Board of Directors of the Company approved the engagement of    
Investec Inc. ("Investec") to explore investment options available to the       
Company and to seek a suitable business to acquire or merge with. In June 2003, 
following the closure of Investec's U.S. investment banking operations in order 
to provide continuity to the process of identifying potential candidates, the   
Company engaged Kidron Corporate Advisors LLC, an M & A advisory boutique.      

Following a non-binding term sheet dated December 30, 2003, between the Company 
and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the Company 
and Comtech reached an agreement in principle pursuant to which, Comtech may    
transfer all of its equity to the Company and the Company, in turn, may issue to
Comtech's shareholders 42,000,000 shares of the Company's stock. Following the  
transaction, Comtech's shareholders may control approximately 91.2% of the      
Company's common stock (87.5% including options and warrants outstanding).      
Comtech is in the business of distributing electronic components, providing     
value added design services and developing and manufacturing electronic         
components for the telecommunications and electronic market and has a majority  
of its operating subsidiaries located in China.                                 

ITEM 2.      PROPERTIES                                                         

The Company does not own any real property. The only property leased by the     
Company in 2001 and on the date of this report is office space aggregating 100  
square meters in Milan, Italy at a cost of Lira 38 million annually. The lease  
contract expires on October 1, 2005.                                            

ITEM 3.      LEGAL PROCEEDINGS                                                  

The Company and its subsidiaries are involved in the following litigation:      

Rawlings Litigation                                                             

An action entitled "Rawlings Sporting Goods Co., Inc. v. Trident Rowan Group,   
Inc. et al.," was filed in the United States District Court for the Northern    
District of New York by Rawlings Sporting Goods Co ("Rawlings"), the owner of   
property located in Salisbury, New York, in August 1998. The actions seek to    
hold the Company liable for costs that Rawlings allegedly incurred in response  
to the release or threatened release of allegedly hazardous substances on land  
allegedly owned by the Company between 1948 and 1970, and used by a third party.
The compliant was amended in December 2000, to further allege that the Company  
still owns a portion of the allegedly contaminated land.                        

The Company settled the matter with Rawlings on February 11, 2002. The Company, 
in May 2002, transferred to Rawlings 160,000 Centerpoint class A common stock   
pursuant to a term of a settlement agreement with Company and Rawlings          
voluntarily dismissing the action and released each other from all claims       
relating to the action                                                          

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Wilson and Travelers Litigation                                                 

The Company is the subject of an action in the Court of Common Pleas, a State   
Court situated in Philadelphia, entitled "John Wilson et al. v. Trident Rowan   
Group, Inc. et al" (the "Wilson Litigation").The Wilson Litigation was an action
eventually consolidated with a related, companion action against other parties. 
The plaintiff was seeking damages for serious burn injuries he allegedly        
sustained in 1996 from working with a starter unit claimed to have been         
manufactured in the 1950's by a company once owned by a predecessor of the      
Company. The case was settled in 2000 with the Company and Gould Electronics,   
Inc. ("Gould"), a co-defendant, each paying 50% of the US$ 2,050,000 (actual    
transaction currency) settlement amount, subject to resolution of certain issues
between them.                                                                   

In March 1999, the Company separately brought suit against Travelers Casualty   
and Surety Company ("Travelers"), the Company's insurer, who disclaimed coverage
and defense of the suit, to compel it to resume coverage of the underlying claim
and to assume the costs of defense of the Wilson Litigation. In May 2001, the   
United States District Court granted summary judgment in favor of the Company,  
holding that Travelers must indemnify the Company for liability incurred and    
attorney's fees paid in connection with the Wilson Litigation, plus interest.   

Pursuant to the May 2001 judgment, on June 11, 2001, the Company submitted to   
the Court a proposed form of judgment requiring Travelers to (i) pay the Company
US$ 2,050,000 (actual transaction currency) plus interest, attributable to the  
sums the Company has and will have to spend in settlement of the Wilson         
Litigation, (ii) US$ 764,045 (actual transaction currency) plus interest,       
representing costs and attorneys fees incurred in defending the Wilson          
Litigation, and (iii) US$ 78,975 (actual transaction currency) plus interest,   
representing costs and attorneys fees incurred by the Company in prosecuting its
claims against Travelers.                                                       

On June 11, 2001, Travelers filed with the Court a motion for Reconsideration of
Order or in the Alternative For Resolution of Certain Undecided Issues, seeking 
reconsideration of the judgment, or in the alternative asking the Court to      
confirm that Travelers liability is limited to US$ 1,000,000 (actual transaction
currency) and that Travelers is entitled to charge the Company a reasonable     
premium for the liability coverage                                              

In January 2002, the judge in the Company's litigation against Travelers        
determined that Travelers was liable to the Company for US$ 1,000,000 (actual   
transaction currency), plus the Company's legal fees in connection with the     
Wilson Litigation, less a reasonable premium. Travelers subsequently challenged 
the reasonableness of the legal fees. In July 2002, the judge ruled that the    
fees were reasonable provided certain duplications are eliminated. In September 
2002, the Court rendered a judgment in favor of the Company in the amount of US$
1,822,979 (actual transaction currency). Travelers appealed the judgment and the
parties entered into a settlement agreement pursuant to which Travelers paid    
US$1,450,000 (actual transaction currency) to the Company in December 2003.     

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

Aprilia asserted in 2000 various claims against Centerpoint relating to         
Centerpoint's representations and warranties under the Share Purchase Agreement 
(the "Alleged Claims") for the sale of the Moto Guzzi operations. In 2001, IMI, 
the escrow agent under the Escrow Agreement, paid lira 7,611 million from the   
escrow account (see Note 3a) to Aprilia in respect of the Alleged Claims.       
Centerpoint disputed the Alleged Claims and requested an arbitration.           
Centerpoint and Aprilia, in October 2003, entered into agreement to settle the  
matter with Aprilia paying (euro) 1,420,256 (approximately Lira 2,900 million)  
including (euro) 206,583 (approximately Lira 400 million) of legal fees. The    
right to 35% of the net proceeds of this settlement is owned by Centerpoint     
(which is no longer a related party of the Company at the time of the           
settlement).                                                                    

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IMI Fees                                                                        

In connection with the sale of Moto Guzzi to Aprilia, IMI was paid (euro)       
5,888,000 in fees and expenses it claimed under its engagement letter with the  
Company. The Company disputed the calculation of IMI's fees and has brought a   
suit in Italy seeking reimbursement of (euro) 4,527,000 (approximately US$ 5.7  
million at 2003 year-end exchange rates). The judge handling the lawsuit has    
heard the case several times in 2002 and 2003. As of March 31, 200, the lawsuit 
is still pending. However, the Company is in discussions with IMI for an        
eventual out-of-court settlement.                                               

CDS Srl                                                                         

In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM real   
estate in via Baronia, Rome and entered into a leasing arrangement with the     
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against  
OAM in the Rome Civil Court alleging that the commercial designation of the     
property in 1998 was not properly disclosed and consequently its lease payments 
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately Lira 1,600 million.  
The proceedings have continued intermittently over the years. On March 25, 2004,
the Court requested that the parties present their conclusions in order for it  
to render a final verdict, presumably within 80 days. It is management's opinion
that the risk of a negative judgment is low and the potential liability remote. 

ITEM 4.      SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                  

During the year ended December 31, 2001, the Company did not hold a stockholders
meeting or submit any matter to the vote of its stockholders.                   

 PART II

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

From August 22, 1996 until June 5, 1997, the Company's common stock traded on   
the NASDAQ Small Cap Market under the symbol TRGI. The reported prices represent
inter-dealer prices, which do not include retail mark-ups, markdowns, or any    
commission to the broker-dealer, and may not necessarily represent actual       
transactions. From June 5, 1997 until March 17, 1999, the Company's common stock
and warrants (issued in connection with the Company's public offering in June   
1997) traded on the NASDAQ National Market. Since March 18, 1999, the common    
stock and warrants have been quoted on the Over-The-Counter Market known as the 
"pink sheets". All warrants issued in conjunction with the above public offering
(June 1997), expired in June 2002.                                              

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Common Stock

               Bid Prices*
                --------------------
                High Bid     Low Bid
                --------     -------

1997          1st Quarter      9-1/2        7-3/8               
2nd Quarter      8-1/2        4-7/8 
3rd Quarter      7-1/4        4-1/8 
 4th Quarter      7-1/8        4-15/16
1998          1st Quarter      6-3/4        3-9/16              
2nd Quarter      7-1/2        5     
3rd Quarter      6-9/16       4     
4th Quarter      5-7/16       3     
1999          1st Quarter      7            4 1/8               
2nd Quarter      6-7/16       4-5/8 
 3rd Quarter      5            1-15/16
4th Quarter      4-1/4        1-1/8 
2000          1st Quarter      3.88         2.88                
2nd Quarter      4.25         1.75  
3rd Quarter      2.00         0.50  
4th Quarter      1.16         0.41  
2001          1st Quarter      1.02         0.75                
2nd Quarter      1.00         0.85  
3rd Quarter      1.10         0.98  
4th Quarter      1.30         1.01  
2002          1st Quarter      1.50         1.15                
2nd Quarter      1.18         0.75  
3rd Quarter      0.60         0.45  
4th Quarter      0.47         0.20  
2003          1st Quarter      0.42         0.22                
2nd Quarter      0.42         0.28  
3rd Quarter      0.80         0.29  
4th Quarter      0.85         0.52  

* actual transaction currency is US$                      

Warrants

               Bid Prices*
               -------------------
               High Bid    Low Bid
               --------    -------

1997          2nd Quarter      1-1/8        3/8                 
from June 5                         
3rd Quarter      1-7/16       11/32 
4th Quarter      1-3/8        3/4   
1998          1st Quarter      1            7/16                
2nd Quarter      1-7/16       3/4   
3rd Quarter      15/16        3/8   
4th Quarter      27/32        3/16  
1999          1st Quarter      1-1/16       9/16                
2nd Quarter      13/16        7/16  
3rd Quarter      15/32        7/32  
4th Quarter      1-1/4        1/16  
2000          1st Quarter      6/16         3/32                

* actual transaction currency is US$                      

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As of March 31, 2004, there were approximately 912 holders of record of the     
Company's common stock.                                                         

Equity Compensation Plan Information                                            

The following table sets forth certain equity compensation plan information 
with respect to the Company's equity compensation plans approved by security    
holders and equity compensation plans not approved by security holders as of    
December 31, 2001                                                               

                                                        · Enlarge/Download Table


                                                                                                      Number of     
                                                                                                      securities    
                                                                                                 remaining available
                                                         Number of                               for future issuance
                                                      securities to be                               under equity   
                                                        issued upon                               compensation plans
                                                        exercise of         Weighted-average          (excluding    
                                                        outstanding         exercise price of         securities    
                                                     options, warrants    outstanding options,       reflected in   
                                                         and rights        warrants and rights        column (a)    
Plan category                                               (a)                   (b)                    (c)        
------------------------                             -----------------    --------------------   -------------------

                                                                                                                    
Equity compensation plans approved by security                                                                      
holders (1)..................................             450,834                 1.47               1,699,166(2)   

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

(1)   The equity compensation plans approved by security holders consist of the 
     Company's 1995 Non-Qualified Plan and the Company's 1995 Directors' Plan.
 The Company does not have any equity compensation plans that were not
approved by security holders.                                       

(2)   The number of securities remaining available for future issuance under    
each of the Company's 1995 Non-Qualified Plan and the Company's 1995
Directors' Plan (excluding securities reflected in column (a) of the
   chart) is 1,625,000 and is 74,166 shares of common stock, respectively.

DIVIDEND POLICY                                                                 

The Company has not paid any dividends since its inception and does not         
anticipate paying any dividends on its common stock for the foreseeable future. 
The Company is not under any contractual restriction as to its present or future
ability to pay dividends.                                                       

ITEM 6.       SELECTED FINANCIAL DATA                                           

The selected consolidated financial data set forth below for the fiscal years   
ended December 31, 2001, 2000, 1999, 1998 and 1997 have been derived from the   
Company's audited consolidated financial statements. The information should be  
read in conjunction with "Management's Discussion and Analysis of Financial     
Condition and Results of Operations" in Item 7 and the Consolidated Financial   
Statements, including the notes thereto, included in Item 8 of this Form 10-K   

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                                                        · Enlarge/Download Table


Income Statement Data                              2001        2001        2000        1999         1998       1997    
                                                 (000s)(a)  (000,000s)  (000,000s)  (000,000s)   (000,000s)  (000,000s)
                                                 ---------  ----------  ----------  ----------   ----------  --------- 
                                                     $         Lira        Lira        Lira         Lira        Lira   

                                                                                                                       
Net Sales ......................................    --         --          --          1,987         3,775       2,535 

Loss from continuing operations ................    (170)      (370)     (7,149)      (6,610)       (6,112)    (13,525)

Net (loss)/income ..............................    (170)      (370)     26,721        2,485       (25,019)    (22,477)

Cash dividends per common share ................    --         --          --           --            --          --   

Balance Sheet Data                                                                                                     

Total assets ...................................   9,792     21,287      50,117       23,706        23,938      55,089 

Long-term debt net of current                                                                                          
portion ........................................    --         --          --         12,634         1,271       2,316 

Earnings (Loss) per share (b)                                                                                          
Continuing operations ..........................   (0.04)       (91)     (1,757)      (1,544)       (1,333)     (2,941)

Discontinued operations ........................    --         --         8,323(c)     2,125(d)     (4,124)     (1,945)

(a)  Converted solely for the convenience of the reader at Lira 2,173.9: US$    
1.00, the approximate rate as at December 31, 2001.                   

(b)  As the Company had losses from continuing operations in each of the years  
 1997 through 2001, all options, warrants and other dilutive instruments
were antidilutive for each of the years above.                        

(c)  Includes Lira 56,439 million (Lira 13,869 on an EPS basis) gain on disposal
of the Moto Guzzi business, before minority interests of Lira 18,796  
million (Lira 4,619 on an EPS basis).                                 

(d)  Includes Lira 21,679 million (Lira 5,064 on an EPS basis) gain, net of     
minority interest of Lira 4,158 million (Lira 971 on an EPS basis),   
   relating to the merger of the discontinued Moto Guzzi business with North
Atlantic.                                                             

Exchange Rates                                                                  

Since all of the production, and much of the sales, of the Company occurred in  
Italy, (until the disposal the Company's operating units in 2000) the Company's 
consolidated financial statements are reported in Lira, the functional currency 
of the Company as defined by generally accepted accounting principles in the    
United States of America. The U.S. dollar translations are provided solely for  
the reader's convenience and have been made at the approximate rate of 2,173.9  
Lira to the U.S. dollar as of December 31, 2001.                                

The following table sets forth, for the period indicated, the high, low, average
and end of period exchange rates expressed in Lira per U.S. 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

Italy, starting on January 1, 1999, participated with 11 other European         
countries in a European common currency, the Euro ("(euro)"). The following     
table sets forth, for the period indicated, the high, low, average and end of   
period exchange rates expressed in U.S. dollars to 1 Euro since the Lira to Euro
exchange rate was fixed at 1,936.27 from January 1, 2000.                       

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         Calendar Year  High      Low      Average   End of Period
         -------------  ----      ---      -------   -------------
       2003       1.26      1.04       1.13       1.26
       2002       1.05      0.86       0.95       1.05
       2001       0.95      0.84       0.90       0.89
       2000       1.03      0.83       0.92       0.93

Fluctuations in the exchange rates between the Lira/Euro and the U.S. dollar    
affect the U.S. dollar equivalents of the Company's reported revenues and       
earnings. The Company, which no longer has any operations, does not currently   
engage in hedging activities to reduce its exposure to exchange rate            
fluctuations.                                                                   

From January 1, 2002, the Euro became the only legal currency in the            
participating countries and consequently, the financial statements of the       
Company, commencing January 1, 2002 will be presented in Euro.                  

ITEM 7.     MANAGEMENT'S DISCUSSIONS 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 this Annual Report on Form 10-K 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                                                                         

In 2000, the Company sold its motorcycle and steel tube operations, as discussed
in Item 1 and in Note 3 to the Consolidated Financial Statements in Item 8. The 
disposals have been accounted for as discontinued operations and the results of 
operations for prior years have been restated to reflect the discontinuance.    

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Year ended December 31, 2001 compared to Year ended December 31, 2000           

                                                     2001           2000
                                                      (000,000s)      (000,000s)
                                                      Lira            Lira

Selling, general and administrative expenses            (4,207)         (4,529) 
Impairment expense                                        --               (90) 
                                                     -------         -------
Operating loss                                          (4,207)         (4,619) 
Interest expense                                          (826)         (1,197) 
Interest income                                            763             988  
Amortization of premium for redemption of                                       
 subsidiary preferred stock                              --            (2,731)
Subsidiary preferred stock dividends                      --              (639) 
Other (expense)/income, net                              4,014             108  
                                                     -------         -------
Loss from continuing operations before income           (8,090)                 
taxes and minority interests                           (256)              
Income taxes                                              (227)            (38) 
Minority interest                                          113             979  
                                                     -------         -------
Loss from continuing operations                           (370)         (7,149) 

Discontinued operations:                                  --            33,870  
 Gain on disposal of motorcycle operations              --            37,643
Losses of motorcycle segment after income                                 
    taxes of Lira 514                                    --            (4,378)
Profit of steel tube segment after income                                 
   taxes of Lira 164                                    --               605
Extraordinary items                                       --              --    
                                                     -------         -------
Net income/(loss)                                         (370)         26,721  
                                                     -------         -------

The significant elements of selling, general and administrative costs are as    
follows:                                                                        

                      Dec. 21        Dec. 31
                     2001           2000
                     (000,000s)     (000,000s)
                     Lira)          Lira

Corporate salaries                       1,051           1,340                  
Legal and other litigation costs         1,499           1,198                  
Other costs                              1,657           1,991                  
                       -------------------------------
                       4,207           4,529
                       ===============================

Other costs include rent and office expenses for the Company's offices in New   
Jersey (closed in June 2000) and in Milan, Italy, tax, accounting and compliance
costs in the U.S. and Italy, and professional fees in connection with legal     
claims and the disposal of operations in Italy.                                 

In 2000, impairment expense of Lira 90 million reflects the write-off of        
residual amounts of goodwill.                                                   

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Interest expense in 2001 and 2000 principally reflect interest on the Company's 
US$ 6.25 million (actual transaction currency) 5% debentures issued in December 
1999 and paid in June 2001 and residual debt in OAM, that was paid in April     
2001.                                                                           

Interest income in 2001 and 2000 principally reflects interest earned on cash   
and interest accrued on tax receivables. Interest income in 2000 included Lira  
306 million for the value of warrants of Moto Guzzi issued to OAM as            
remuneration for the ongoing finance provisions to the disposed motorcycle      
operations.                                                                     

In 2000, the Company recorded a charge of Lira 2,731 million of amortization for
the premium on redemption of Centerpoint Series B Preferred Stock. Such charge  
largely related to exchange differences as the Centerpoint Series B Preferred   
Stock was denominated in U.S. dollars. The Company also incurred Lira 639       
million of financing costs in the form of preferred stock dividends payable to  
external holders of Centerpoint Series B Preferred Stock.                       

The principal components of other income and expenses in 2001 were Lira 4,276   
million in respect of the settlement of the convertible debentures at less than 
their carrying amounts (see Note 9 to the Consolidated Financial Statements in  
Item 8) and Lira 748 million expense to provide reserves related to the         
settlement of the Rawlings litigation, offset by gains on sale of marketable    
securities and other minor sundry income. There were no significant components  
of other income in 2000.                                                        

In 2000, the Company disposed of its motorcycle and steel tube operations (see  
discussion in Item 1 and Note 3 to the Consolidated Financial Statements in Item
8). These have been accounted for as discontinued operations and the results of 
operations for prior years have been restated to reflect the discontinuance.    

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Year ended December 31, 2000 compared to Year ended December 31, 1999           

                                                                · Download Table


                                                  2000       1999               
                                               (000,000s)  (000,000s)           
                                                  Lira        Lira              
                                                                                
Net Sales                                           --         1,987     100.0% 
Cost of Sales                                       --        (1,055)    (53.1%)
                                                 -------     -------            
                                                    --           932      46.9% 
Selling, general and administrative expenses      (4,529)     (5,829)   (293.4%)
Impairment expense                                   (90)       (900)    (45.3%)
                                                 -------     -------            
Operating loss                                    (4,619)     (5,797)   (291.8%)
Interest expense                                  (1,197)       (589)    (29.6%)
Interest income                                      988       1,178      59.3% 
Amortization of premium for redemption of                                       
Subsidiary preferred stock                        (2,731)       --              
Subsidiary preferred stock dividends                (639)       --              
Other (expense)/ income, net                         108      (1,245)    (62.7%)
                                                 -------     -------            
Loss from continuing operations, before           (8,090)     (6,453)   (324.8%)
Income tax and minority interests                                               
Income taxes                                         (38)        (88)     (4.4%)
Minority interest                                    979         (69)     (3.5%)
                                                 -------     -------            
Loss from continuing operations                   (7,149)     (6,610)   (332.7%)

Discontinued operations:                          33,870       9,095     457.7% 
    Gain on disposal of motorcycle operations     37,643        --              
   Losses of motorcycle segment after income                                    
    taxes of Lira 0 and Lira 514                  (4,378)    (12,973)   (652.9%)
  Gain on merger of discontinued motorcycle                                     
   subsidiary                                       --        21,679   1,091.0% 
   Profit of steel tube segment after income                                    
    taxes of Lira and Lira 164                       605         634      31.9% 
   Accrual for loss on disposal of steel tube                                   
   Segment                                          --          (245)    (12.3%)
                                                 -------     -------            
Net profit/(loss)                                 26,721       2,485     125.1% 
                                                 -------     -------            

Net sales in 1999 were from the Company's temporary management service          
subsidiary - TIM. TIM was disposed of at the start of 2000.                     

The reduction of Lira 1,300 million, or 22.3%, in selling general and           
administrative expenses in 2000 compared to 1999 reflects the effects of the    
disposal of TIM and cost reductions implemented by the Company, offset by       
increased legal expenses in connection with the various claims and litigation   
described in Item 1 and Item 3 and the effects of the Lira to U.S. dollar       
exchange rate.                                                                  

The Company's cost saving program was hindered by the need to maintain          
accounting and tax compliance systems for both Italian and U.S. purposes, the   
complexity of the disposal programs in 2000 and 1999 and corporate restructuring
programs. In 1999, corporate salaries included Lira 481 million (US$            
250,000(actual transaction currency) in respect of the issuance of a US$ 250,000
(actual transaction currency) Convertible Debenture to Simtov LTD, an affiliate 
company of Emanuel Arbib, in respect of his efforts in raising US$ 6 million    
(actual transaction currency) Convertible Debentures to third parties.          

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Cost savings achieved in 2000 were partially offset by the average U.S.         
dollar-to-Italian Lira exchange rate that was 15.6% higher in 2000 compared to  
1999. This had a significant impact as approximately 79% of selling, general and
administrative expenses were incurred in U.S. Dollars.                          

Significant elements of selling, general and administrative costs are as        
follows:                                                                        

                    2000          1999
                    (000,000s)    (000,000s)
                    Lira)         Lira

Corporate salaries                      1,340          1,421                    
Legal costs                             1,198                                   
                                     938
Other costs                             1,991          2,570                    
Temporary management services                                                   
subsidiary                                -            900                  
                  ------------------------
                    4,529          5,829
                  ========================

Other costs include rent and office expenses for the Company's offices in New   
Jersey (closed in June 2000) and in Milan, Italy, tax, accounting and compliance
costs in the U.S. and Italy, professional fees in connection with legal claims  
and the disposal of operations in Italy.                                        

In 2000, impairment expense of Lira 90 million reflects the write-off of        
residual amounts of goodwill. Impairment expense in 1999 reflects Lira 500      
million in respect of the December 1999 disposal of land in Sardinia and Lira   
400 million impairment of trademarks and other intangibles of TIM, to reflect   
the 2000 terms of sale of this subsidiary.                                      

Interest expense in 2000 principally reflects interest on the Company's US$ 6.25
million (actual transaction currency) 5% debentures issued in December 1999.    
Interest expense in 1999 principally reflects interest on residual Italian loans
dating from when OAM was operative (prior to 1993) and interest on bridge       
financing provided in October 1998 by Tamarix Capital Corporation and Mr.       
Giovanni Bulgari repaid in November and May 1999, respectively. Final           
installments on the OAM loans were paid in 2001.                                

Interest income in 2000 is principally in respect of interest earned on the     
proceeds received from the sale of Moto Guzzi and Lira 306 million for the value
of warrants of Moto Guzzi issued to OAM as remuneration for the ongoing finance 
provisions to the disposed motorcycle operations plus interest on other cash    
balances and tax receivables. The principal elements of interest income in 1999 
were Lira 916 million receivable by OAM for the value of warrants of Moto Guzzi 
issued to OAM as remuneration for the ongoing finance provisions to the disposed
motorcycle operations, Lira 176 million other interest paid to OAM by the       
disposed motorcycle operations and, for the balance, interest receivable on cash
balances and tax receivables.                                                   

In 2000, the Company recorded a charge of Lira 2,731 million of amortization for
the premium on redemption of Centerpoint Series B Preferred Stock. Such charge  
largely relates to exchange differences as the Centerpoint Series B Preferred   
Stock was denominated in U.S. dollars. The Company also incurred Lira 639       
million of financing costs in the form of preferred stock dividends payable to  
external holders of Centerpoint Series B Preferred Stock.                       

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The significant elements of other income, net were as follows:                  

              2000        1999
              (000,000s)  (000,000s)
              Lira        Lira

Foreign exchange                         4         (2)                          
Release of reserves for claims           -        1,009                         
Additional reserve for U.S.                                                     
litigation                             -       (2,970)                      
Rental income                            -           80                         
Other                                  104          638                         
         ---------------------
Other income/(expense), net            108       (1,245)                        
         =====================

An additional reserve for U.S. litigation was made in 1999 in light of          
preliminary judgments. Release of reserves for claims in 1999 principally       
related to reserves made for companies disposed in the early 1990's based on    
final settlements of claims deriving from such disposals.                       

As a result of the above items, losses from continuing operations increased to  
Lira 7.1 billion from Lira 6.6 billion in 1999.                                 

Losses from the discontinued motorcycle operations decreased to Lira 4.4 billion
in 2000 compared to Lira 13.0 billion in 1999 as 2000 represents 6 months of    
operations while 1999 represented a full 12 months. The Company recorded a gain 
of Lira 56.4 billion before minority interests of Lira 18.8 billion on disposal 
of the motorcycle operations in 2000. In 1999, the merger of the motorcycle     
operations with and into North Atlantic generated a gain of Lira 25.8 billion   
before minority interests of Lira 4.2 billion.                                  

The Company also sold its steel tube operations in 2000. While this business was
profitable in 1999 and 1998, mainly due to favorable market conditions and      
prices, it did not present opportunities for growth and future profits that     
justified further investment. Consequently it was disposed to a trade purchaser.

Liquidity and Capital Resources                                                 

Significant cash activities in 2001                                             

Negative operating cash flows principally relate to selling, general and        
administrative expenses and payments in respect of the Wilson Litigation of US$ 
2,050,000 (actual transaction currency) or Lira 2,970 million.                  

In July 2000, the Company had negotiated an agreement to purchase the shares of 
the minority shareholder in OAM for US$ 2.5 million (actual transaction         
currency) or Lira 5,153 million and the Company acquired this interest in March 
2001.                                                                           

In the first quarter of 2001, OAM liquidated Lira 4,066 million of marketable   
securities so as to be able to fund payments due under the terms of settlement  
of the Wilson Litigation and other expenses. In the second quarter of 2001,     
Centerpoint liquidated its Euro denominated fixed interest securities and       
transferred substantially all of its funds to the United States where they were 
placed in short term US Dollar bank deposits.                                   

The Company's Convertible Debentures in an aggregate amount of US$ 6,250,000    
(actual transaction currency) were scheduled to come due in December 2001. As   
the major portion of the Company's funds were held by Centerpoint, in order to  
finance the redemption of the Convertible Debentures, the Company needed to     
utilize funds held by Centerpoint. On June 13, 2001, the Company, OAM and       
Centerpoint entered                                                             

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into the Centerpoint Loan Agreement wherein, subject to the terms and certain   
conditions set forth therein, Centerpoint agreed to lend the Company US$        
4,200,000 (actual transaction currency). On June 15, 2001, the Company paid the 
holders of US$ 6,000,000 (actual transaction currency) Convertible Debentures   
US$ 4,207,500 (actual transaction currency) in cash, which the Convertible      
Debenture holders accepted as payment in full on the Convertible Debentures     
(including past due interest), representing a 31.5% discount from their face    
value and in July 2001 paid US$ 218,750 (actual transaction currency) to settle 
the remaining Convertible Debentures held by Simtov LTD, representing a discount
of 14.4% from their face value. These two repayments amounted to Lira 9,577     
million and the remaining balance of Lira 609 million of debt repayments relates
to the payment by OAM of the final installment of its Industry Ministry loans.  

Future liquidity needs                                                          

The disposals of the subsidiaries of Moto Guzzi and LITA generated sufficient   
cash for the Company to maintain operations which following the disposal related
only to corporate costs in winding down the companies activities and legal fees 
related to various litigation described in Item 3 and in the Consolidated       
Financial Statements.                                                           

In January 2002, OAM entered into agreements with Bion as described in Note 18  
to the Consolidated Financial Statements and in Item 1. The substantial effect  
of the transactions with Bion was that the Company disposed of its controlling  
interest in Centerpoint. The Company received substantially the same value of   
proceeds it could have received had it liquidated Centerpoint. Pursuant to these
transactions, OAM received the Company's US$ 4.2 million (actual transaction    
currency) Promissory Note and approximately US$ 3.7 million (actual transaction 
currency) of the approximately US$ 8.7 million (actual transaction currency)    
cash held by Centerpoint at the date of the transaction with Bion.              

Following a non-binding term sheet dated December 30, 2003, between the Company 
and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the Company 
and Comtech reached an agreement in principle pursuant to which Comtech may     
transfer all of its equity to the Company and the Company, in turn, may issue to
Comtech's shareholders 42,000,000 shares of the Company's stock. (See "Future   
Business of the Company" under Item 1). If the Company and Comtech enter into a 
definitive agreement and the transactions contemplated thereby are consummated, 
it is likely that the Company would use current resources to fund costs         
associated with Comtech's business and the Company's liquidity would decrease.  

As of March 31, 2004, the Company has approximately (euro) 4.1 million (US$ 5.0 
million at exchange rates prevailing at March 31, 2004) in cash and marketable  
securities. Management believes such amounts to be sufficient to fund the       
Company's activities which principally reflect litigation which the Company has 
commenced against IMI (see Item 3) and to fund corporate costs related to the   
winding down of the Company's corporate structure in Italy, which is redundant  
following the disposal of its Italian operations. In addition, the Company      
continues to incur ongoing corporate overhead costs that include executive      
salaries for Mark Hauser and Emanuel Arbib, Directors & Officers ("D & O")      
Insurance, and professional fees to lawyers, accountants and bankers,           
principally in connection with the Company's public filings.                    

Off-Balance Sheet Arrangements                                                  

The Company does not have any off-balance sheet arrangements                    

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Contractual Obligations, Commercial Commitments and Purchase Obligations        

As of December 31, 2001, the Company's contractual obligations, commercial      
commitments and purchase obligations were as follows:                           

                                         Payment Due by Period
                                      ------------------------------------------
                                            Less                        More
                                              Than 1   1 - 3    3 - 5     Than 5
                                     Total   Year     Years    Years     Years
                                     -----   ----     -----    -----     -----

Contractual Obligations                                                         
-----------------------                                                         
Long-Term Debt Obligations              -        -         -        -        -  
Capital Lease Obligations               -        -         -        -        -  
Operating Lease Obligations           135       34       101        -        -  
Purchase Obligations                    -        -         -        -        -  
Other Long-Term Liabilities                                                     
Reflected on the Registrant's                                               
Balance Sheet under GAAP              -        -         -        -        -
Total                                   135     34       101        -        -  

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            

The fair value of cash approximates its carrying value.                         

Since, at March 31, 2004, 86% of the Company's cash is held in U.S. Dollars and 
the functional currency is Euro, the Company is subject to exchange rate        
fluctuations.                                                                   

Fluctuations in the exchange rates between the Lira and the U.S. dollar affect  
the U.S. dollar equivalents of the Company's reported revenues and earnings. The
Company, which no longer has any operations, believes that its exposure to      
foreign currency exchange rate risk is not material and does not currently      
engage in hedging activities to reduce its exposure to exchange rate            
fluctuations.                                                                   

The Company does not have any derivative financial instruments and believes its 
exposure to interest rate risk and other relevant market risks is not material. 

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ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                         

 TRIDENT ROWAN GROUP, INC.
 INDEX TO FINANCIAL STATEMENTS

                                                                          Page
                                                                          ----

Report of Independent Public Accountants....................................20  
Consolidated Balance Sheets - Assets........................................21  
Consolidated Balance Sheets - Liabilities and Shareholders' Equity..........22  
Consolidated Statements of Operations.......................................23  
Consolidated Statements of Changes in Shareholders' Equity (Deficit) .......25  
Consolidated Statements of Cash Flows.......................................27  
Notes to Consolidated Financial Statements..................................29  

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 Trident Rowan Group, Inc.
 -------------------------

 Consolidated Financial Statements As of
 ---------------------------------------

December 31, 2001 and 2000
--------------------------

 Together with
 -------------

Report of Independent Public Accountants
----------------------------------------

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                        

To the Shareholders and Board of Directors                                      
Trident Rowan Group, Inc.                                                       
New York, New York                                                              

We have audited the accompanying consolidated balance sheets of Trident Rowan   
Group, Inc. (a Maryland corporation) and subsidiaries (the "Company") as of     
December 31, 2001 and 2000, and the related consolidated statements of          
operations, shareholders' equity (deficit) and cash flows for each of the three 
years in the period ended December 31, 2001. These financial statements are the 
responsibility of the Company's management. Our responsibility is to express an 
opinion on the financial statements based on our audits.                        

We conducted our audits in accordance with the standards of the Public Company  
Accounting Oversight Board (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, such consolidated financial statements present fairly, in all   
material respects, the financial position of the Company at December 31, 2001   
and 2000, and the results of their operations and their cash flows for each of  
the three years in the period ended December 31, 2001, in conformity with       
accounting principles generally accepted in the United States of America.       

As discussed in Note 2 to the financial statements, the Company, on January 1,  
2001, adopted the provision of Statement of Financial Accounting Standards No.  
145, "Rescission of FASB Statement No. 4, 44 and 64, Amendment of FASB Statement
No.13, and Technical Corrections".                                              

As discussed in Note 18 to the financial statements, in January 2002, the       
Company acquired 1,000,000 common shares of Bion Environmental Technologies Inc.

/s/ DELOITTE & TOUCHE  S.p.A.                                                   

Milan, Italy                                                                    
May 7, 2004                                                                     

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      

Consolidated Balance Sheets                                                     

December 31, 2001 and 2000                                                      

In millions of Italian Lira or thousands of U.S. Dollars                        

                                                        · Enlarge/Download Table


                                                              2001      2001      2000  
ASSETS                                                         $        Lira      Lira  
                                                                                        
Cash and cash equivalents ..................................  9,543    20,745    12,737 
Marketable securities, at cost .............................     --        --    32,417 
Receivables ................................................     24        53       953 

  Trade, less allowance ....................................     12        26        25 
  Other receivables ........................................     12        27       928 

Prepaid Expenses ...........................................     55       120       186 

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

TOTAL CURRENT ASSETS .......................................  9,622    20,918    46,293 

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

 Property, plant and equipment .............................     17        36       114 

  At cost ..................................................     79       170       179 
  Less allowance for depreciation ..........................    (62)     (134)      (65)

Deferred debt charges, net .................................     --        --       460 
Other Assets ...............................................     --        --         2 
Tax receivables ............................................    153       333     2,248 
Restricted Securities ......................................     --        --     1,000 
                                                            -------   -------   ------- 

TOTAL ASSETS ...............................................  9,792    21,287    50,117 
                                                            =======   =======   ======= 

See Notes to Consolidated Financial Statements

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      

Consolidated Balance Sheets                                                     

December 31, 2001 and 2000                                                      

In millions of Italian Lira or thousands of U.S. Dollars                        

                                                        · Enlarge/Download Table


                                                               2001         2001         2000   
LIABILITIES                                                      $          Lira         Lira   
                                                                                                
Current portion of long-term debt .........................      --           --         13,492 
Accounts payable ..........................................       209          455          846 
Accrued expenses and other payables .......................     1,363        2,964        2,791 
                                                           ----------   ----------   ---------- 

TOTAL CURRENT LIABILITIES .................................     1,572        3,419       17,129 
                                                           ----------   ----------   ---------- 

Provision for claims ......................................       392          852        5,050 

Minority interests ........................................     4,921       10,696       19,527 

SHAREHOLDERS' EQUITY ......................................     2,907        6,320        8,411 

Common stock, par value $0.01 per share:                                                        
  Authorized 50,000,000 shares, 4,064,900                                                       
  shares outstanding,                                              49          106          106 
Additional paid-in capital ................................    49,090      106,717      106,555 
Treasury stock, at cost ...................................   (22,041)     (47,914)     (47,914)
Cumulative translation adjustment .........................    (1,381)      (3,002)      (1,119)
Accumulated deficit .......................................  (22,8101)     (49,587)     (49,217)
                                                           ----------   ----------   ---------- 

LIABILITIES AND SHAREHOLDERS' EQUITY ......................     9,792       21,287       50,117 
                                                           ==========   ==========   ========== 

See Notes to Consolidated Financial Statements

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      

Consolidated Statements of Operations                                           

Years ended December 31, 2001, 2000 and 1999                                    

In millions of Italian Lira or thousands of U.S. Dollars, except per share      
information                                                                     

                                                        · Enlarge/Download Table


                                                        2001         2001         2000         1999   
                                                         $           Lira         Lira         Lira   

                                                                                                      
Net sales .........................................       --           --           --          1,987 

Cost of sales .....................................       --           --           --         (1,055)

                                                    ----------   ----------   ----------   ---------- 
                                                          --           --           --            932 

Selling, general and                                                                                  
  administrative expenses .........................     (1,935)      (4,207)      (4,529)      (5,829)
Impairment expense ................................       --           --            (90)        (900)
                                                    ----------   ----------   ----------   ---------- 

Total operating loss ..............................     (1,935)      (4,207)      (4,619)      (5,797)

Interest expense ..................................       (380)        (826)      (1,197)        (589)
Interest income ...................................        351          763          988        1,178 
Amortization of premium for                                                                           
  redemption of Subsidiary                                                                            
  preferred stock .................................       --           --         (2,731)        --   
Subsidiary preferred stock                                                                            
  dividends .......................................       --           --           (639)        --   
Other income/(expense), net .......................      1,846        4,014          108       (1,245)
                                                    ----------   ----------   ----------   ---------- 

Loss from continuing                                                                                  
  operations before income                                                                            
  taxes and minority interests ....................       (118)        (256)      (8,090)      (6,453)

Income taxes ......................................       (104)        (227)         (38)         (88)
Minority interests ................................         52          113          979          (69)
                                                    ----------   ----------   ----------   ---------- 

Loss from continuing operations ...................       (170)        (370)      (7,149)      (6,610)

Discontinued operations (Note 3) ..................       --           --         33,870        9,095 

  Loss of motorcycle operations                                                                       
segment after income taxes of                                                                         
Lira 0, Lira 514 and Lira 88 ......................       --           --         (4,378)     (12,973)

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                                                        2001         2001         2000         1999   
                                                         $           Lira         Lira         Lira   

                                                                                                      
  Gain on disposal of                                                                                 
discontinued motorcycle                                                                               
operations ........................................       --           --         37,643         --   

   Gain on merger of                                                                                  
discontinued motorcycle                                                                               
subsidiary ........................................       --           --           --         21,679 

   Profit of steel tube                                                                               
segment after income taxes                                                                            
Lira 0, Lira 0 and Lira 164 .......................       --           --            605          634 

   Accrual for loss on                                                                                
disposal of steel tube                                                                                
segment ...........................................       --           --           --           (245)
                                                    ----------   ----------   ----------   ---------- 

Net profit/(loss) .................................       (170)        (370)      26,721        2,485 
                                                    ==========   ==========   ==========   ========== 

PROFIT/(LOSS) PER SHARE                                                                               
Basic                                                                                                 

Continuing operations .............................      (0.04)         (91)      (1,757)      (1,544)
Discontinued operations ...........................       --           --          8,323        2,125 
                                                    ----------   ----------   ----------   ---------- 

                                                         (0.04)         (91)       6,566          581 
                                                    ----------   ==========   ==========   ========== 

Weighted average number of                                                                            
shares outstanding during                                                                             
the period:                                                                                           

Basic .............................................  4,064,900    4,064,900    4,069,571    4,280,767 
                                                    ----------   ==========   ==========   ========== 

See Notes to Consolidated Financial Statements

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      

Consolidated Statements of Changes in Shareholders' Equity (Deficit)            

December 31, 2001, 2000 and 1999                                                

In millions of Italian Lira or thousands of U.S. Dollars                        

                                                        · Enlarge/Download Table

                                                                                                             TOTAL                  
                                                       Additional                 Other                  SHAREHOLDERS' Comprehensive
                                               Common   paid-in    Treasury   Comprehensive  Accumulated    EQUITY       Income/    
                                               stock    capital     Stock         Income       deficit     (DEFICIT)     (loss)     
                                            ---------  ----------  --------   -------------  ----------- ------------  ------------ 
                                                                                                                                    
At January 1, 1999                    Lira       106    104,032    (45,865)         24       (78,423)      (20,126)     (25,094)    

Net profit/(loss)                                 --         --         --          --         2,485         2,485        2,485     
Translation adjustment                            --         --         --        (741)           --          (741)        (741)    
Repurchase of shares                              --         --     (1,659)         --            --        (1,659)          --     
Vesting of shares subject to                                                                                                        
  forfeit                                         --        562       --            --            --           562           --     

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

At December 31, 1999                  Lira       106    104,594    (47,524)       (717)      (75,938)      (19,479)       1,744     

Net profit/(loss)                                 --         --         --          --        26,721        26,721       26,721     
Translation adjustment                            --         --         --        (402)           --          (402)        (402)    
Capital increase resulting from                                                                                                     
  minority acquisition                            --      1,477                                              1,477                  
Repurchase of shares for sale of TIM              --         --       (390)         --            --          (390)          --     
Vesting of shares subject to forfeit              --        484         --          --            --           484           --     

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

At December 31, 2000                  Lira       106    106,555    (47,914)     (1,119)      (49,217)        8,411       26,319     

Net profit/(loss)                                 --         --         --          --          (370)         (370)        (370)    
Translation adjustment                            --         --         --      (1,883)           --        (1,883)      (1,883)    
Vesting of shares subject to                                                                                                        
  forfeit                                         --        162         --          --            --           162           --     

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

At December 31, 2001                  Lira       106    106,717    (47,914)     (3,002)      (49,587)        6,320       (2,253)    
                                            --------   --------   --------    --------      --------      --------      -------     

At December 31, 2001 (000s)                 $     49     49,090    (22,041)     (1,381)      (22,810)        2,907       (1,036)    
                                            ========   ========   ========    ========      ========      ========      =======     

                                           See Notes to Consolidated Financial Statements                                           

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      
Consolidated Statements of Cash Flows                                           
December 31, 2001, 2000 and 1999                                                
In millions of Italian Lira or thousands of U.S. Dollars                        

                                                        · Enlarge/Download Table


                                                                    2001      2001     2000      1999  
                                                                     $        Lira     Lira      Lira  

                                                                                                       
Loss from continuing operations ................................    (170)     (370)   (7,149)   (6,610)

Adjustments to reconcile net loss to net                                                               
 cash provided/(used)  by continuing operations:                                                       

Depreciation and amortization ..................................      23        49       127       216 
Amortization of deferred debt charges ..........................      93       201       469        -- 
Non-cash finance income from discontinued operations ...........      --        --      (306)     (916)
 Minority interests ............................................     (52)     (113)     (979)       69 
Amortization of premium for redemption of                                                              
   subsidiary preferred stock ..................................      --        --     2,010        -- 
(Gain)/Loss on disposals of subsidiaries .......................      --        --       (63)      567 
Impairment expenses ............................................      --        --        90       400 
Other operating activities .....................................     (36)      (80)    1,049     1,486 

Changes in operating assets and liabilities:                                                           
Receipt of tax receivable ......................................      --        --        --     6,002 
Trade and other receivables ....................................     419       912     1,361     1,955 

Prepaid expenses ...............................................      32        69        10       334 
Accounts payable and accrued expenses ..........................  (1,930)   (4,195)   (4,909)     (597)
Payment of settlement of litigations ...........................  (1,020)   (2,217)                    
Decrease in provision for claims ...............................  (1,491)   (3,245)       --        -- 
Related party payables .........................................      --        --      (204)     (110)
                                                                 -------   -------   -------   ------- 

Net cash (used)/provided by operating activities ...............  (4,132)   (8,989)   (8,494)    2,796 
                                                                 -------   -------   -------   ------- 
Investing activities:                                                                                  

Decrease/(increase) in investments .............................  14,800    32,182   (28,970)   (3,111)
Purchase of minorities in OAM ..................................  (2,488)   (5,409)       --        -- 
Sale of subsidiaries, less cash disposed .......................      --        --      (229)    4,556 
Proceeds from disposal of other assets .........................      --        --        --       122 
Purchases of property, plant and equipment .....................      --        --        --        (6)

                                                                 -------   -------   -------   ------- 
Net cash (used)/provided by investing activities ...............  12,312    26,773   (29,199)    1,561 

                                                                 -------   -------   -------   ------- 
Financing activities                                                                                   
Issuance of subsidiary preferred stock .........................      --        --    11,386     2,274 
Redemption of subsidiary preferred stock .......................      --        --   (15,876)       -- 
Repurchase of shares ...........................................      --        --    (1,659)       -- 
Repayment of loans to related parties ..........................      --        --        --    (6,638)
Proceeds from long-term debt ...................................      --        --        --    10,704 
Principal payments of long-term debt ...........................  (4,684)  (10,186)     (553)   (1,113)
                                                                 -------   -------   -------   ------- 
Net cash (used)/provided by financing activities ...............  (4,684)  (10,186)   (6,702)    5,227 
                                                                 -------   -------   -------   ------- 

See Notes to Consolidated Financial Statements

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      
Consolidated Statements of Cash Flows                                           
December 31, 2001, 2000 and 1999                                                
In millions of Italian Lira or thousands of U.S. Dollars                        

                                                        · Enlarge/Download Table


                                                               2001    2001    2000      1999   
                                                                $      Lira    Lira      Lira   

                                                                                                
Increase/(Decrease) in cash from continuing ...............   3,496    7,598  (44,395)    9,584 

Cash from merger with NAAC ................................    --       --       --      16,006 
Cash provided/(used) by discontinued                                                            
  operations, .............................................    --       --     43,847   (16,174)
Exchange movement on opening cash .........................     188      410      817         8 
Cash, beginning of period .................................   5,859   12,737   12,468     3,044 
                                                            -------  -------  -------   ------- 
Cash, end of period .......................................   9,543   20,745   12,737    12,468 
                                                            =======  =======  =======   ======= 

See Notes to Consolidated Financial Statements

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TRIDENT ROWAN GROUP, INC. and SUBSIDIARIES                                      

Consolidated Statements of Cash Flows                                           

December 31, 2001, 2000 and 1999                                                

Supplemental Schedule of Non-Cash Activities                                    

2001 - As described in Note 5 to the Consolidated Financial Statements, as a    
result of the allocation of the excess of the net fair value of assets acquired 
and liabilities assumed over the acquisition costs of the minority interests in 
OAM, tax receivables of Lira 1,907 million and an investment of Lira 1,000      
million were written down to zero.                                              

Lire 162 million has been charged as stock compensation expense.                

2000 - In July 2000, as described in Note 4 to the Consolidated Financial       
Statements, Centerpoint Corporation ("Centerpoint") issued 300,000 shares of    
Centerpoint Class A Common Shares to the Company as a fee for arranging and     
sponsoring the Centerpoint Series B Preferred Stock financing in February 2000. 
Also in July 2000, OAM exercised 100,000 warrants for Centerpoint stock at US$  
0.01(actual transaction currency) per share. As a result of these shares issued 
by Centerpoint, the Company recorded a non-cash increase in paid in capital of  
Lira 1,477 million.                                                             

In February 2000, US$ 1.25 million (actual transaction currency) of advances to 
Centerpoint were converted to Centerpoint Series B Preferred Stock - see Note 4 
to the Consolidated Financial Statements.                                       

Lira 484 million has been charged as stock compensation expense.                

1999 - As described in Note 4 to the Consolidated Financial Statements the      
Company repurchased shares for US$ 862,500 (actual transaction currency) (Lira  
1,659 million) on December 28, 1999, payment being effected in January 2000.    

The Company issued US$ 250,000 (actual transaction currency) (Lira 481 million) 
of its 5% U.S. dollar denominated convertible debentures to Simtov LTD an       
affiliate company of Emanuel Arbib, Joint-CEO of the Company, in connection with
the placement of US$ 6 million (actual transaction currency) of such debentures 
with Italian financial institutions. See Note 8 to the Consolidated Financial   
Statements.                                                                     

Lira 562 million has been charged as stock compensation expense.                

Cash  disposed  of on the sales of  Pastorino  S.r.l.  and Grand  Hotel  Bitia  
S.r.l. aggregated Lira 44 million.                                              

Other Supplemental Information                                                  

Interest paid amounted to Lira 82 million, Lira 131 million and Lira 864 million
in 2001, 2000, and 1999, respectively.                                          

See Notes to Consolidated Financial Statements

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1.    Background and Organization                                               

Trident Rowan Group, Inc. (the "Company") was a holding company incorporated in 
the United States whose subsidiaries, prior to their disposals, operated        
primarily in Italy. Its businesses were the manufacture and distribution of     
"Moto Guzzi" brand motorcycles in Italy, Europe and elsewhere in the world the  
manufacture and distribution of steel tubes for the automotive and furniture    
markets; and the provision of temporary management services to third parties.   

The Company, in 2000, disposed of all of its operating subsidiaries (see Note   
3). It also disposed of its 57.70% controlling interest in Centerpoint          
Corporation ("Centerpoint") [formerly Moto Guzzi Corporation ("Moto Guzzi")] in 
2002 (see discussion of the Bion transactions in Note 18).                      

Reporting currency                                                              
The consolidated financial statements through the date of the disposal of the   
Company's operations were shown in Italian Lira ("Lira") because all of the     
Company's material operating subsidiaries were based in and operated entirely in
Italy. Pending evaluation of its alternatives, following the disposal of its    
operations, the Company invested the major part of the net proceeds from the    
disposals in Lira-denominated cash and cash-equivalents, and then moved these   
amounts to US$-denominated bank accounts. The translation of Lira amounts into  
U.S. dollar amounts as of December 31,2001 described in the financial statements
and tables in this Item 8, unless otherwise indicated, is included solely for   
the convenience of the readers of the financial statements and has been         
calculated at the rate of Lira 2,173.9 to US$ 1.00 (actual transaction          
currency), the approximate exchange rate at December 31, 2001. 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 Lira unless     
specifically designated in other currencies.                                    

When the actual transaction currency of the transaction is denominated in US    
Dollars, then the US Dollar amount has been shown in the relevant note and/or   
table and indicated as "US Dollar, actual transaction currency".                

From January 1, 2002, the Euro became the only legal currency in the            
participating countries and consequently the consolidated financial statements  
of the Company, commencing on January 1, 2002 will be presented in Euro,        
translating data related to previous years using the fixed rate of Lira 1,936.27
for 1 Euro.                                                                     

2.    Significant Accounting Policies                                           

Principles of consolidation                                                     
The consolidated financial statements at December 31, 2001 include the accounts 
of the Company and the following majority owned subsidiaries - Trident Servizi  
(a 99.9% owned subsidiary), OAM (a 99.6% owned subsidiary of Trident Servizi),  
Trident International (a 100% owned subsidiary of OAM) and Centerpoint (57.7%   
owned by OAM and 5% owned directly by the Company).                             

The consolidated financial statements at December 31, 2000 include the accounts 
of the Company and the following majority owned subsidiaries - Trident Servizi, 
OAM, Trident International, Centerpoint. Temporary Integrated Management S.p.A. 
("TIM"), LITA S.p.A. and the subsidiaries of Centerpoint were disposed of in    
2000.                                                                           

The consolidated financial statements at December 31, 1999 include the accounts 
of the Company and the following majority owned subsidiaries - Trident Servizi, 
OAM, Trident International, Centerpoint and subsidiaries (57.7% owned by OAM and
5% owned directly by the Company) , TIM (a 100% owned subsidiary of the Company)
and LITA S.p.A. (a 99% owned subsidiary of Trident International).              

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Significant inter-company accounts and transactions have been eliminated in     
consolidation.                                                                  

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 income and expenses during the reporting period. Actual results could
differ from these estimates.                                                    

Foreign currency transactions                                                   
Transactions denominated in currencies other than the functional currency of    
individual entities included in consolidation are recorded at the exchange rate 
in effect on the transaction date. Monetary assets and liabilities denominated  
in currencies other than then functional currency are adjusted to current       
exchange rates when paid or on the balance sheet date, whichever is earlier.    
Gains and losses are included in "other income, net" in the consolidated        
statements of operations.                                                       

Foreign currency translation                                                    
Assets and liabilities of subsidiaries whose functional currency is other than  
the Lira are translated into Lira using exchange rates prevailing at the balance
sheet dates. Net sales, cost of sales and expenses are translated at average    
exchange rates during the year. The adjustment resulting from translating the   
financial statements of such subsidiaries is included as a component of         
accumulated other comprehensive income or loss.                                 

Cash equivalents                                                                
The Company considers all highly liquid investments with maturities of three    
months or less when purchased to be cash equivalents                            

Marketable and other securities                                                 
Marketable and other securities and investments consist primarily of variable   
income investments. Marketable securities as of December 31, 2000 consisted of  
Euro-denominated Banca Nazionale del Lavoro O/S FRN 2003 Notes amounting to Lira
28,351 million, Euro-denominated units in a monetary fund amounting to Lira     
4,066 million, and an investment of Lira 1,000 million (see Note 6). All        
marketable securities are carried at cost plus accrued interest and treated as  
held-to-maturity debt securities.                                               

Long-lived assets                                                               
The Company continually reviews long-lived assets for impairment when events or 
changes in circumstances indicate that the carrying amount of the assets may no 
longer be recoverable. The Company, in 1999, recognized impairment expense of   
Lira 500 million related to a parcel of land disposed of in November 1999 and   
Lira 400 million related to trademarks and other intangibles reflecting the     
planned 2000 disposal of its management services subsidiary. The impairment     
expense of Lira 90 million in 2000 is related to the carrying value of goodwill 
as all operating activities ceased.                                             

Goodwill and other intangibles                                                  
Goodwill represents the excess of the purchase price of net tangible and        
intangible assets acquired in business combination over their estimated fair    
value. The goodwill is amortized on a straight-line basis over a period         
determined by the Company taking into consideration the nature of the business  
acquired and was fully amortized in 1999. The excess of the sum of the estimated
fair value of the assets acquired and liabilities assumed over the purchase     
price of an acquisition of a minority interest in a subsidiary in 2001 was      
allocated as a pro rata reduction of the amounts that otherwise would have been 
assigned to all                                                                 

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of the acquired assets other than financial assets, assets to be disposed of by 
sale, and any other current assets.                                             

Deferred debt charges                                                           
Deferred debt charges are amortized using the effective interest method over the
terms of the related loans. Amortization of deferred debt charges is recognized 
as interest expense.                                                            

Property, plant and equipment                                                   
Property, plant and equipment are recorded at cost. Depreciation is provided on 
the straight-line method over the estimated useful lives of the assets. The     
useful lives of plant and machinery, tooling and computer equipment ranges from 
3 years to 10 years.                                                            

Revenue recognition                                                             
Revenues from the provision of services by the Company's temporary management   
services operations in 1999 were recorded when the services have been performed.

Income taxes                                                                    
Income taxes are provided by each entity included in the consolidation in       
accordance with local laws. Deferred income taxes are recognized for all        
significant temporary differences and are classified as current or non-current  
based upon the classification of the related asset or liability in the financial
statements. A valuation allowance is provided to reduce the amount of deferred  
tax assets if it is considered more likely than not that some portion of, or all
of, the deferred tax asset will not be realised.                                

Stock-based compensation                                                        
The Company accounts for stock-based compensation using the intrinsic value     
method. Under this method, compensation cost for stock options, warrants and    
stock awards is measured as the excess, if any, of the quoted market price of   
the Company's common stock at the date of the grant over the amount an employee 
must pay to acquire the stock.                                                  

The additional compensation costs under the Company's stock option plans for    
2001, 2000 and 1999, had they been accounted for using the fair value of awards 
at the grant date, were not material. The effect of applying variable accounting
on the fixed stock options or awards to employees which exercise prices have    
been reduced subsequent to their original measurement dates, as well as the     
effect of the extension of the exercise periods of certain awards or options to 
employees, were not material to the results of operations for all periods       
presented.                                                                      

Stock options, warrants and stock awards to persons or entities other than      
employees are recognized at the fair value of the Company's common stock at the 
date of the grant.                                                              

Net profit/(loss) per common share                                              
Basic earnings per share from continuing operations exclude any dilutive effects
of options, warrants and convertible securities. Diluted earnings per share from
continuing operations give effect to all potentially dilutive common shares that
were outstanding during the period. Since the Company had losses from continuing
operations in each of the years from 1999 to 2001, potentially dilutive common  
shares are antidilutive for each of these years.                                

Accumulated other comprehensive income                                          
Comprehensive income includes net income and translation difference from the    
conversion of balance sheets of non-Italian entities. The Company has disclosed 
comprehensive income in the consolidated statements of changes in shareholders  
equity.                                                                         

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New accounting standard                                                         
The Company, on January 1, 2001, early adopted the provision of SFAS No. 145,   
"Rescission of FASB Statement No.4, 44 and 64, Amendment of FASB Statement      
No.13, and Technical Corrections". FASB Statement No.4 requires the             
classification of all gains and losses associated with extinguishment of debt as
an extraordinary item. The rescission of FASB Statement No. 4, however would not
preclude gains and losses associated with an extinguishment of debt that meets  
the criteria in APB Opinion No. 30 from being classified as an extraordinary    
item. SFAS No.145 requires that any gains or losses on extinguishments of debt  
that were classified as an extraordinary item in prior periods be classified to 
other income (expense). The Company early adopted SFAS 145 and presented the    
gain on extinguishment of debt as disclosed in Note 8 as other income.          

There were several other accounting standards issued subsequent to December 31, 
2001. The Company has reviewed those standards and have determined that they are
not applicable to the Company or that their impact is not material to the       
financial position and results of operations.                                   

Reclassifications                                                               
Comparative figures for 2000 and 1999 have been reclassified to conform to the  
2001 presentation.                                                              

3.   Discontinued Operations                                                    

3a.   Discontinued Motorcycle Operations                                        

1999 gain on merger of discontinued motorcycle operations                       
On March 5, 1999, through a series of transactions, the Company sold 40% of its 
interest in Centerpoint (formerly Moto Guzzi) to the shareholders of North      
Atlantic Acquisition Corporation ("North Atlantic") for approximately US$ 8.9   
million (Lira 16,006 million) in cash and recognized a gain of Lira 21,679      
million.                                                                        

Sale of motorcycle operations                                                   
Moto Guzzi sold all its operating subsidiaries to Aprilia S.p.A. ("Aprilia") in 
2000 for Lira 81,874 million and changed its corporate name to Centerpoint. A   
gain on the disposal of Lira 56,439 million (before minority interests of Lira  
18,796 million) was recognized after providing fully against eventual amounts   
recoverable from the amounts placed in escrow (see below)                       

Centerpoint placed Lira 9,375 million in escrow to satisfy potential claims by  
Aprilia related to any breach of representations and warranties. The funds in   
the escrow account were to be released to Centerpoint in two payments - Lira    
7,000 million on September 8, 2001 and up to Lira 2,375 on September 8, 2007.   
See Note 18 - "Subsequent Events" for a discussion of subsequent claims made by 
Aprilia against the escrow accounts, release of escrow funds to Aprilia and     
settlement of such matters in 2003.                                             

Banca di Intermediazione Mobiliare IMI S.p.A. ("IMI") was paid Lira 11,401      
million in fees and expenses related to the foregoing sale the operating        
subsidiaries of Centerpoint; this amount is being disputed by Centerpoint. See  
Note 18 - "Subsequent Events" for further discussion regarding disputed fees.   

A portion of the proceeds from the sale of the operating subsidiaries of        
Centerpoint was used by Centerpoint to redeem all the then outstanding          
Centerpoint Series B Preferred Stock for approximately US$ 12.6 million (actual 
reporting currency) (approximately Lira 28,300 million at the then prevailing   

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exchange rate); of which US$ 5.2 million (actual transaction currency)          
approximately Lira 11,400 million at the then prevailing exchange rate) was     
received by the Company (see Note 4).                                           

The measurement date of the disposal was July 1, 2000, which is the latest date 
prior to the sale for which Centerpoint had complete financial information. The 
results of operations for the six months ended July 1, 2000 and the year ended  
December 31, 1999 are as follows:                                               

                                          Jul. 1        Dec.31
                                          2000          1999
                                          (000,000s)    (000,000s)
                                          Lira          Lira

Net sales                                    50,994        86,232   
Loss before taxes                            (7,810)      (22,888)  
Provisions for taxes                           (514)          (88)  
                                         ---------    ----------
Net loss from discontinued operations                               
of motorcycle operations before                                 
minority interests                         (8,324)      (22,976)
Minority interests                            3,946        10,003   
                                         ---------    ----------
Net loss                                Lira (4,378) Lira (12,973)  
                                         =========    ==========

The consolidated statements of operations includes interest income charged to   
the motorcycle operations of Lira 306 million and Lira 1,088 million in 2000 and
1999, respectively.                                                             

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:                                                                        

                                              Jul. 1        Dec.31
                                              2000          1999
                                              (000,000s)    (000,000s)
                                              Lira          Lira

Current assets ........................               68,361        61,926      
Current liabilities ...................              (72,844)      (79,385)     
                                              ----------   -----------
Net current liabilities................               (4,483)      (17,459)     
                                              ----------   -----------

Property, plant and equipment .........               12,792        14,638      

Other long-term assets ................                2,510           889      
Long-term liabilities .................               (9,512)      (10,000)     
                                              ----------   -----------
Net non-current assets ................                5,790         5,527      
                                              ----------   -----------
Net advances due from  operations, sold                                         
as part of disposal transaction........                  -         3,235    
                                              ==========   ===========
Net assets/liabilities  of discontinued                                         
operations.............................              1,307        (8,697)   
                                              ==========   ===========

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The Company provided the discontinued motorcycle operations with cash (in the   
form of capital contribution and advances) of Lira 15,941 million in 2000 and   
Lira 14,331 million in 1999 to finance its operations.                          

3b.   Discontinued Steel Tube Operations                                        

The Company disposed of L.I.T.A. S.p.A. ("LITA") for Lira 2,470 million in July 
2000. The Company also provided a bank guarantee for Lira 1,000 million to      
secure any claims the purchaser may have for breaches of representations and    
warranties given by the Company through December 31, 2004. The bank guarantee is
secured by an investment of the Company held by the bank that issued the        
guarantee. The Company settled Lira 165 million of claims by the purchaser in   
2001 and recognized this expense in the consolidated statements of operations.  

The results of operations of LITA for 1999 and in 2000 (through the effective   
date of disposal) were as follows:                                              

                                             Jul. 1         Dec.31
                                             2000           1999
                                             (000,000s)     (000,000s)
                                             Lira           Lira

Net sales                                     10,368          22,852
Profit before taxes                              706             872
 Provisions for taxes                               -            (164)
                                            --------       ---------
Net profit from discontinued operations                             
of steel tube operations before                                 
  minority interests                             706             708
Minority interests                               101              74
                                            --------       ---------
Net Profit                                       605             634
                                            ========       =========

The consolidated statements of operations included management fees charged to   
the steel tube operations of Lira 389 million in 1999.                          

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The net assets of the discontinued steel tube operations are as follows:        

                                              Jul. 1      Dec.31
                                              2000        1999
                                              000,000s    000,000s
                                              Lira        Lira

Current assets ........................                12,522      12,378       

Current liabilities ...................               (10,528)    (11,005)      
                                             ---------    --------
Net current assets.....................                 1,994       1,373       
                                             ---------    --------

Property, plant and equipment .........                 1,421       1,510       

Other long-term assets ................                   208         215       

Long-term liabilities .................                (1,134)     (1,315)      
                                             ---------    --------
Net non-current assets ................                                         
                                                   495         410
                                             ---------    --------

Provision for disposal.................                     -        (245)      
                                             =========    ========
Net assets of discontinued operations..                 2,489       1,538       
                                             =========    ========

4.    Capital Transactions                                                      

Issuance and Redemption of Centerpoint of Series B Preferred Stock              
Centerpoint, on February 25, 2000, issued Series B Preferred Stock as follows:  
60,000 to Fineco S.p.A. (and its affiliates) and 35,000 to the Company (for cash
totaling Lira 18,329 million); 12,500 to William Spier and affiliates of Barry  
Fingerhut (as settlement of advances to Centerpoint in August 1999 of Lira 2,479
million) and 16,000 to OAM (in partial settlement of outstanding loans amounting
to Lira 23,892 million).                                                        

Centerpoint redeemed the Centerpoint Series B Preferred Stock in October 2000   
(see Note 3a) and recorded accretion expense of Lira 2,731 million.             

Centerpoint issued 300,000 Centerpoint Class A Common Stock to the Company in   
July 2000 for US$ 0.01 (actual transaction currency) per share in consideration 
of the Company's participation in the issuance of Centerpoint Series B Preferred
Stock (see Note 8). This was treated as an acquisition of a portion of the      
minority interest and was accounted for under the purchase method resulting in  
an increased paid in capital by Lira 1,477 million                              

Share Repurchases                                                               
On December 28, 1999, the Company repurchased 300,000 of its shares at the then 
market price of US$ 2.875 (actual transaction currency) per share for a total of
US$ 862,500 (actual transaction currency) (Lira 1,659 million) in connection    
with the issuance of US$6 million (actual transaction currency) Convertible     
Debenture (see Note 8).                                                         

5. Purchase of minority interests in OAM subsidiary                             

The Company purchased, on March 1, 2001, the 15.65% minority interests in OAM   
(that it did not already own then) from Daimler Chrysler for US$2.5 million     
(actual transaction currency) (Lira 5,153 million at the effective accounting   
date for this transaction of January 1, 2001). The net fair value of the assets 
acquired and liabilities assumed of Lira 8,081 million exceeded the acquisition 
cost by Lira 2,928 million; this excess was applied to write down the fair value
initially allocated to the following non-current assets of OAM - tax receivables
of Lira 1,907 million (see Note 6), an investment of Lira 1,000 million and     
property and equipment of Lira 21 million.                                      

6.    Tax Receivables                                                           

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Tax receivables represent amounts for which reimbursement has been requested.   
The period for reimbursement in Italy had, in the recent past, invariably been  
in excess of 12 months and, accordingly, amounts for which reimbursement has    
been requested are not classified as current assets. Interest accrues on these  
receivables at rates set from time to time by the Italian Government.           

7.    Accrued Expenses and Other Payables                                       

                                            2001       2001         2001
                                              (000s)   (000,000s)   (000,000s)
                                             $         Lira         Lira

   Salaries, wages and related items          185         401          444
   Value added and other taxes                109         238           21
   Other for legal costs, interest            725       1,577        2,326
and other accrued expenses                                      
   Provision for claims                       344         748            -
                                           ------     -------      -------
                                            1,363       2,964        2,791
                                           ======     =======      =======

8.    Long-Term Debt                                                            

                                          2001         2001         2000
                                            (000s)     (000,000s)   (000,000s)
                                           $           Lira         Lira

    Convertible Debentures                      -            -        12,833
    12.4% Industry Ministry loan                -            -           609
                                          ---------    ----------   ----------
                                                -            -        13,492
     Less current portion                        -            -       (13,492)
                                          ---------    ----------   ----------
                                                -            -             -
                                          =========    ==========   ==========

The Company issued a two-year US$ 6 million (actual transaction currency) 5%    
convertible debentures ("US$6 Million (actual transaction currency) Convertible 
Debenture") on December 28, 1999. The Company also issued US$ 250,000 (actual   
transaction currency) convertible debenture ("US$ 250,000 (actual transaction   
currency) Convertible Debenture") that had the same terms as the US$6 Million   
(actual transaction currency) Convertible Debenture to Simtov LTD, an affiliate 
of Emanuel Arbib (see Note 13), as payment for services in connection with the  
issuance of the US$6 Million (actual transaction currency) Convertible          
Debentures. The Convertible Debentures are convertible at any time, in full or  
in part, into common stock of the Company.                                      

Centerpoint loaned US$ 4.2 million (actual transaction currency) to the Company 
("Centerpoint Loan") on June 13, 2001 pursuant to a loan agreement ("Centerpoint
Loan Agreement") with the Company executing a promissory note ("Promissory      
Note") for the amount of the Centerpoint Loan. On June 15, 2001, from the       
proceeds of the Centerpoint Loan, the Company paid the holders of the US$ 6     
Million (actual transaction currency) Convertible Debenture US$ 4,207,500       
(actual transaction currency) as full                                           

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payment (including past due interest of US$ 135,000 (actual transaction         
currency). Simtov LTD also accepted, in July 2001, US$ 218,750 (actual          
transaction currency) as payment in full of the US$ 250,000 (actual transaction 
currency) Convertible Debentures. The difference of Lira 4,276 million between  
the carrying amounts of the US$ 6 Million (actual transaction currency)         
Convertible Debenture and the US$ 250,000 (actual transaction currency)         
Convertible Debenture and amounts paid in full settlement thereof were recorded 
in "Other income/(expense) net," in the consolidated statements of operations.  

The Centerpoint Loan bears interest at a rate of 5 % per annum, is repayable in 
full on June 13, 2003 and was secured by the 300,000 Centerpoint Class A Common 
Stock then owned by the Company (see Note 18).                                  

9.    Other Income/(Expense)                                                    

                                      2001     2001        2000       1999
                                        (000s)  (000,000s) (000,000s) (000,000s)
                                       $       Lira        Lira       Lira

Gain from the extinguishment                                                    
of the Convertible Debentures                                               
(see Note 8)                          1,967     4,276         --          --
Release of reserves for claims             --        --         --       1,009  
Provision for Rawlings                                                          
 Litigation (see Note 17)               (346)     (748)        --      (2,970)
Income from sale of                                                             
marketable securities                   109       235         --          --
Other                                     116       251        108         716  
                                     ------    ------     ------      ------
                                       1,846     4,014        108      (1,245)
                                     ======    ======     ======      ======

Reserves for claims have been released in 1999 as such claims, principally      
relating to activities in Italy dating from businesses sold in 1993, have been  
settled.                                                                        

10.   Income Taxes                                                              

Losses from continuing operations before income taxes and minority interests    
consisted of the following:                                                     

                               2001        2001          2000         1999
                                 (000s)     (000,000s)   (000,000s)   (000,000s)
                                 $         Lira          Lira         Lira

    United States                92          199        (8,672)      (7,031)
   Italy                       (90)        (194)          704          600
    Elsewhere                  (120)        (261)         (122)         (22)
                              -----      -------      -------      -------
                               (118)        (256)       (8,090)      (6,453)
                              =====      =======      =======      =======

Income taxes consisted of the following:                                        

                           2001        2001         2000        1999
                             (000s)    (000,000s)   (000,000s)  (000,000s)
                             $         Lira         Lira        Lira

Current US            89          194                 

        Current Italy         15           33           38          88
                         -------     --------     --------    --------
         Sub-total           104          227           38          88
                         -------     --------     --------    --------
        Deferred:            -              -            -           -
                         -------     --------     --------    --------
        Total                104 Lira     227           38          88
                         =======     ========     ========    ========

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Significant components of the Company's deferred tax assets are as follows:     

                            2001       2001        2000       1999
                              (000s)   (000,000s)  (000,000s) (000,000s)
                             $         Lira        Lira       Lira

Accrued Expenses               110        238      1,169      1,482 

Net operating loss carry                                            
 forwards                  13,714     29,835     19,216      4,349

Valuation allowance        (13,714)   (29.835)   (19,216)    (4,349)

                          -------    -------    -------    -------
Net deferred tax assets       --         --         --         --   
                          =======    =======    =======    =======

It is management's opinion that it is more likely than not that the loss        
carry-forwards of the US company will not be realized; therefore deferred tax   
assets were fully covered by valuation allowance.                               

The effective provision for income taxes varied from the income tax expense     
calculated at the statutory U.S. federal income tax rate as follows:            

                                      2001      2001       2000       1999
                                        (000s)  (000,000s) (000,000s) (000,000s)
                                       $        Lira       Lira       Lira

Computed tax credit at U.S.                                             
federal rate on losses from                                             
    continuing operations               (42)     (90)     (2,832)    (1,569)

Losses and reversals of short-term                                      
reserves for which valuation                                          
  allowance provided                  --         --       3,408      1,473

Valuation allowance on the                                              
deferred tax asset related                                            
  to tax losses carried foward          42       90          --         --

Non-deductible expenses and                                             
    local income taxes, net             104      227        (538)        184
                                     -----   ------      ------     ------
                                       104      227          38         88
                                     =====   ======      ======     ======

For U.S. federal income tax purposes, the Company has net operating loss        
carry-forwards of approximately US$ 13.7 million (actual transaction currency)  
at December 31, 2001. These losses expire from 2004 through 2020. United States 
income taxes have not been provided on unremitted earnings of subsidiaries      
located outside the United States as such earnings are considered to be         
permanently reinvested.                                                         

At December 31, 2001 the Company had net operating loss carry-forwards for      
Italian income tax purposes that expire as follows:                             

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                         2001             2001
                           (000s)         (000,000s)
                           $              Lira

2004                                  104             225           
2005                                2,995           6,510           
2006                                1,168           2,540           
                       ---------       ---------
                         4,267           9,275
                       =========       =========

The Directors are planning to place the Italian subsidiary into liquidation by  
April 30, 2004. In that event, all the above loss carry-forwards will not be    
realized.                                                                       

11.   Shares Issued in Connection with Employment Agreements                    

The Company issued 205,000 common shares to Mark S. Hauser (see Note 13) and    
Emanuel M. Arbib (see Note 13). The shares issued have contractual transfer     
restrictions lapsing equally over a three-year period ended December 31, 2000.  
The issuance of these shares has been accounted for using the quoted market     
price of the Company's common stock as of the date of the agreements of US$ 4.06
(actual transaction currency) per share and charged to compensation expense over
the life of the service contracts. The compensation expense related to the share
issuances were Lira 562 million, Lira 484 million and Lira 162 million in 1999, 
2000 and 2001, respectively.                                                    

12. Stock Options and Warrants (all amounts in US$, the actual transaction      
currency)                                                                       

Tamarix warrant                                                                 
In 1997, in connection with the purchase by Tamarix Investors LDC of a          
controlling block of common shares of the Company, the Company issued 1,250,000 
warrants to the management of Tamarix Investors LDC. The warrants were          
exercisable through May 2, 2000 at an exercise price of US$ 6.00, subsequently  
revised to US$ 5.50 in October 1998. These warrants were distributed to Messrs. 
Hauser, Bulgari and Arbib or their associates in 1999 as part of a              
reorganization of Tamarix Investors LDC.                                        

In February 2000, in connection with the then auction of the operating          
subsidiaries of Centerpoint (see Note 3a), the Company reduced the exercise     
price of 691,931 warrants previously issued to individuals identified below (or 
their affiliates) to US$ 3.50 per share (the then current quoted market price of
the Company's common stock) and extended the expiration date of those warrants  
to June 2007.                                                                   

                                 Original      New
                         Warrants   Exercise    Exercise
Name                    Repriced    Price*      Price*
-------------------------     --------   --------    --------     
Mark S. Hauser                 152,185   $  5.50     $    3.50    
Azzurra (an affiliate of                                          
Mark Hauser)                 250,000   $  5.50     $    3.50  
Simtov, LTD (an affiliate of                                      
Emanuel Arbib)                99,212   $  5.50     $    3.50  
Gianni Bulgari                 190,534   $  5.50     $    3.50    
  --------

   691,931
  ========

* the actual transaction currency is US Dollars         

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The expiration date of the residual balance of 558,069 was extended to June     
2007. Furthermore, in February 2000, additional 200,000 warrants were issued to 
Mark Hauser and affiliates. This brought his total to 804,370. Of this amount,  
one half were exercisable at $3.50 (and repriced in June 2003 to $1.25) and the 
other half exercisable at $5.50 (repriced in June 2003 to $1.50).               

The above warrants and other warrants were further re-priced in June 2003 (see  
Note 18).                                                                       

Publicly traded warrants (OTC/BB: TRGIW)                                        
The Company issued 1,437,500 warrants in June 1997 which all expired unexercised
in June 2002.                                                                   

1995 Non Qualified Plan Options                                                 
The Company's "1995 Non-Qualified Plan" provides for the grant of non-qualified 
stock options for officers and key employees. The Board of Directors has        
authorized the issuance of a total of 2,000,000 options under this plan. The    
total options granted under this plan prior to 1999 were 792,500 options (net of
forfeitures) at an exercise price of US$ 12.26. On March 18, 1998 the Company   
granted to certain officers options to purchase an aggregate of 280,000 common  
stock at an exercise price of US$5.00 in exchange for the 710,000 outstanding   
options. 17,500 and 65,000 of the US$ 12.26 options were forfeited in 1999 and  
2000, respectively.                                                             

Also, on March 18, 1998, the Company granted options to Mr. Hauser, Mr. Arbib   
and Tamarix to purchase an aggregate of 212,000 common stock at an exercise     
price of US$ 5.00 and granted a further 105,000 options to persons not          
previously included in its "1995 Non-Qualified Plan". 65,000 and 157,000 of     
these options were forfeited in 1998 and 2000 respectively, when the grantees   
left the Company. In February 2000, in connection with the then upcoming auction
of the operating subsidiaries of Centerpoint, the Company reduced the exercise  
price of 50,000 stock options previously granted to Mr. Hauser to US$ 3.50 per  
share (the then current quoted market price of the Company's common stock). In  
June 2003, the Company reduced the price of various options issued to Mr. Hauser
and other officers and directors of the Company (see Note 18).                  

As of December 31, 2001, the outstanding options under the "1995 Non-Qualified  
Plan," which are all exercisable, are as follows - 245,000 options (exercise    
price is $5.00 per share, reduced to $1.50 per share in 2003), 80,000 options   
(exercise price is $5.50 per share, reduced to $1.50 per share in 2003) and     
50,000 options (exercise price is $3.50 per share, reduced to $1.25 per share in
2003).                                                                          

1995 Director's Plan                                                            
All non-employee directors, who were never previously employed by the Company or
eligible to receive options, annually receive, on each January 2, options to    
purchase 5,000 shares under the 1995 Directors' Plan. Newly appointed or elected
non-employee directors receive a grant upon taking office. The authority to     
grant options under the 1995 Directors' Plan will terminate on the earlier of   
December 1, 2005 or upon the issuance of the entire 150,000 shares of stock     
reserved for issuance under the plan.                                           

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Under the "1995 Director's Plan," 5,000 options are granted annually on January 
2 of each calendar year to each non-employee Director serving at such date and a
proportionately reduced number of options, at the date of election, to Directors
initially elected at a date other than January 2. The exercise price is fixed at
the reported closing price of the stock on January 2, or date of election of    
Directors for subsequent grants. All options issued prior to 2000 were forfeited
as a result of changes in the Board of Directors except for 7,917 options with  
an exercise price of US$ 5.50 and 7,917 options with an exercise price of US$   
5.00. The Company issued 45,000 options on January 3, 2000 with an exercise     
price of US$ 5.50 and a further 15,000 options were issued on January 2, 2001   
with an exercise price of $0.75 under the Plan.                                 

As of December 31, 2001, the outstanding exercisable options under the "1995    
Director's Plan" are as follows - 7,917 options (exercise price is $5.00 per    
share, reduced to $1.50 per share in 2003), 52,917 options (exercisable price is
$5.50 per share, reduced to $1.50 per share in 2003), while 15,000 options      
(exercisable price is $0.75 per share, increased to $1.50 per share in 2003) are
not exercisable at December 31, 2001.                                           

As of March 31, 2004, 105,834 director options have been issued and outstanding 
and 44,166 are available for issuance.                                          

The following is a summary of transactions pertaining to the 1995 Non-qualified 
Plan and the 1995 Director's Plans above:                                       

                                                        · Enlarge/Download Table


                                         2001                    2000                    1999          
                                              Weighted                Weighted                 Weighted
                                              Average                 Average                  Average 
                                   Shares     Exercise     Shares     Exercise      Shares     Exercise
                                   (000's)     Price*      (000's)     Price*       (000's)     Price* 

                                                                                                       
Outstanding, January 1               436       $4.92         649       $5.76          673       $5.95  
Granted                               15       $0.75          45       $5.50           20       $4.63  
Exercised                             -          -            -          -             -          -    
Forfeited or exchanged                -          -          (258)      $6.54          (44)      $8.24  
Outstanding, December 31             451       $4.84         436       $4.92          649       $5.76  
                                  ---------------------------------------------------------------------
Options Exercisable, December 31     436       $4.98         421       $4.90          633       $5.77  

* the actual transaction currency is US Dollars                                 

The following is a summary of the status of stock options outstanding and       
exercisable under the 1995 Non-qualified Plan and the 1995 Director's Plans     
above as of December 31, 2001:                                                  

                                                                · Download Table


                     Stock Options Outstanding          Stock Options Exercisable 
                                          Weighted                                
                             Weighted     Average                                 
                              Average     Remaining                               
   Range of      Shares      Exercise    Contractual    Shares    Weighted Average
Exercise Price   (000)'s      Price*        Life        (000's)   Exercise Price* 

                                                                                  
   $5.50          133         $5.50       6.00 years     133          $5.50       
   $5.00          253         $5.00       4.89 years     253          $5.00       
   $3.50           50         $3.50       6.00 years      50          $3.50       
   $0.75           15         $0.75       5.00 years      -           $0,75       
                ------------------------------------------------------------------
   Totals         451         $4.84                      436          $4.98       

* the actual transaction currency is US Dollars         

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Other options                                                                   
The Company sold to GKN Securities Corp. for US$ 100, 125,000 options           
exercisable through June 10, 2002 at an exercise price of US$ 6.12 and issued   
173,306 warrants exercisable through June 10, 2000 at an exercise price of US$  
6.00 to certain shareholders as an inducement for them to enter into lock-up    
agreements with the Company and GKN Securities Corp. in connection with its June
1997 public offering. These options and warrants expired unexercised. No        
expenses related to these options and warrants were recognized in each of 1999, 
2000 and 2001.                                                                  

The Company incurred losses from continuing operations in each of 1999 and 2000 
and had no operations in 2001. Thus, all warrants and options described above   
are considered anti-dilutive.                                                   

13.   Related Party Transactions                                                

Loans from related parties                                                      
Tamarix and Mr. Bulgari loaned US$ 2 million (actual transaction currency) and  
Lira 3,000 million, respectively, to the Company in 1998. The loans bear        
interest at 10% and a commission of 1%. The interest on these loans was Lira 409
million in 1999. The loans were paid in 1999.                                   

Tamarix Capital Corporation / Mr. Mark Hauser                                   
Tamarix Capital Corporation provides financial services to the Company (see Note
11). Mark Hauser (a principal of Tamarix Capital Corporation) served in various 
capacities with the Company - as Chief Executive Officer, Executive Chairman and
Director. He is currently joint Chief Executive Officer of the Company          

Mr. Emanuel Arbib                                                               
Mr. Arbib served the Company in various capacities - as a Director and also as  
Chief Financial Officer. He also held the position of director of Centerpoint,  
until the sale of its operating subsidiaries to Aprilia. He is currently joint  
Chief Executive Officer of the Company                                          

Mr. William Spier/Mr. Barry Fingerhut                                           
The Company received advances related to subscription to the shares of stocks of
its subsidiaries as of December 31, 1999 consisting of the following -          
US$250,000 (actual transaction currency) from William Spier (a director of the  
Company from May 1997 to December 1999 and director of Centerpoint from March   
1999 and US$1,000,000 (actual transaction currency) from Mr. Barry Fingerhut (a 
Director of Centerpoint from March 1999). The advances, together with other     
advances to Centerpoint by the Company in 2000 and funds raised from an Italian 
institutional investor, were converted into Centerpoint Series B Preferred Stock
in February 2000 (see Note 5). Interest on the advances amounted to Lira 53     
million and Lira 28 million in 1999 and 2000, respectively.                     

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TIM disposal                                                                    
The Company sold its management services subsidiary in 2000 to the management of
the subsidiary. The Company, as consideration, received 55,000 of its own shares
held by the management of the subsidiary with a fair value of Lira 390 million  
at the date of sale.                                                            

Andrea della Valle and Mark Segall                                              
Andrea della Valle (a director of the Company) and Investec Ernst & Company (an 
investment banking firm where Mark Segall, a director of the Company, was an    
executive officer at the time of the transaction) were paid by Centerpoint      
commission of US$ 180,000 (actual transaction currency) and US$80,000 (actual   
transaction currency), respectively, in connection with Fineco's purchase of the
Centerpoint Series B Preferred Stock (see Note 4).                              

14.   Export sales and Geographic Information                                   

Net sales, primarily management services, by destination were as follows:       

                                    2001       2001       2000        1999
                                      (000s)    (000,000s) (000,000s) (000,000s)
                                     $         Lira       Lira        Lira

United States                           -          -          -            91   
Italy                                   -          -          -         1,896   
                                  --------- --------- --------- ----------
                                     -          -          -         1,987
                                  ========= ========= ========= ==========

Identifiable assets:                              2001       2001       2000    
                                                (000s)   (000,000s) (000,000s)
                                                $        Lira       Lira

   Italy                                          504     1,096     39,871
   United States                                8,859    19,259      7,837
   Elsewhere                                      429       932      2,409
                                            ---------  --------  ---------
                                                9,792    21,287     50,117
                                            =========  ========  =========

Assets held elsewhere principally relate to cash held by Trident Rowan          
International SA, a Luxembourg company that owned LITA until its disposal in    
2000. Most of the cash owned by Centerpoint was moved from Italy to the US.     

15.   Concentration of Credit Risks                                             

The Company has cash and cash equivalents and short-term investments with       
various financial institutions of national standing in Italy and the United     
States.                                                                         

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16.   Financial Instruments                                                     

Fair value of financial instruments - The following methods and assumptions were
used by the Company in estimating the fair value of its financial instruments.  

o  Cash and cash equivalents: the carrying amount of cash and cash equivalents  
reported by the Company approximates their fair value.                    

o  Short and long term debt: the carrying amount of the Company's borrowings    
 under its short-term credit arrangements approximates their fair value. The
fair values of the Company's long-term debt are estimated using cash flow 
analyses, based on the Company's incremental borrowing rates for similar  
types of borrowing arrangements.                                          

There are no significant differences between fair value and carrying value for  
any of the Company's financial instruments as at December 31, 2001 and 2000;    
however when their realizability is uncertain, an appropriate valuation         
allowance is recognized.                                                        

17.   Claims and Litigation                                                     

The provision for claims as of December 31, 2001 pertains to minor litigations, 
as the provision for the Rawlings Litigation recognized in 2001 (see Note 9),   
which is related to the settlement of the case in 2002 (see Note 18) was        
classified under the item "Accrued expenses and other payables". The litigation 
is related to the release of certain hazardous waste on a former property of the
Company. The balance of the provision was also reduced in 2001 as a result of   
the payments of Lira 4,165 million in connection with the settlement of the     
Wilson litigation.                                                              

IMI Fees                                                                        
IMI (see Note 3a) was paid Lira 11,401 million in fees and expenses it claimed  
under its engagement letter with the Company and OAM. The Company disputed the  
calculation of IMI's fees and has brought a suit in Italy seeking reimbursement 
of Lira 8,766 million (approximately US$ 4.25 million). The judge handling the  
lawsuit has heard the case several times in 2002 and 2003. As of March 31, 2004,
the lawsuit is still pending and the Company is negotiating an out-of-court     
settlement.                                                                     

CDS Srl                                                                         
In 1999 CDS S.r.l. ("CDS") caused a leasing company to purchase from OAM real   
estate in via Baronia, Rome and entered into a leasing arrangement with the     
leasing company. Subsequently, on October 9, 1999, CDS brought a claim against  
OAM in the Rome Civil Court alleging that the commercial designation of the     
property in 1998 was not properly disclosed and consequently its lease payments 
were excessive and sought reimbursement of the lease payments that it considered
excessive from OAM in an aggregate amount of approximately Lira 1,600 millions. 
The proceedings have continued intermittently over the years. On March 25, 2004,
the Court requested that the parties present their conclusions in order for it  
to render a final verdict, presumably within 80 days. It is management's opinion
that the risk of a negative judgment is low and the potential liability remote. 

18.   Subsequent events                                                         

Wilson Litigation                                                               
The Company sued Travelers Casualty and Surety Company ("Travelers"), its       
insurer, when Travelers disclaimed coverage and defense of the Wilson           
Litigation. The dispute was settled in December 2003 with Travelers paying the  
Company $1,450,000 (actual transaction currency); this amount was recognized in 
income in 2003.                                                                 

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Rawlings Litigation; Settlement                                                 
The Company, on February 11, 2002, entered into a settlement agreement with     
Rawlings Sporting Goods Company with respect to the Rawlings Litigation pursuant
to which the Company transferred 160,000 Centerpoint Common Stock in May 2002.  

Aprilia Claims under the Share Purchase Agreement; Payment by IMI; Request for  
Arbitration; Settlement Aprilia asserted, in 2000, various claims against       
Centerpoint relating to Centerpoint's representations and warranties under the  
Share Purchase Agreement (the "Alleged Claims"). In 2001, IMI, the escrow agent 
under the Escrow Agreement, paid Lira 7,611 million from the escrow account (see
Note 3a) to Aprilia in respect of the Alleged Claims. Centerpoint disputed the  
Alleged Claims and requested an arbitration. Centerpoint, OAM and Aprilia, in   
October 2003, entered into a settlement agreement, with Aprilia paying (euro)   
1,420,256 (approximately Lira 2,900 million) including (euro) 206,583           
(approximately Lira 400 million) of legal fees; this amount was recognized in   
income in 2003. The right to 65% of the net proceeds of this settlement is owned
by OAM (see Bion transaction below).                                            

The residual balance of approximately Lira 1,000 million remaining in the escrow
account relates to eventual claims regarding taxes and social security          
contributions and such balance, if any, after eventual successful claims by     
Aprilia, will be released in September 2007. OAM is entitled to 65% of amounts  
eventually released; this claim (a contingent asset) is not recorded in the     
consolidated balance sheets.                                                    

Bion Transaction                                                                
Centerpoint, on January 15, 2002, acquired 19,000,000 restricted Bion           
Environmental Technologies, Inc. ("Bion") shares representing an equity interest
of approximately 35%. Bion is engaged in waste stream remediation and organic   
soil and fertilizer production. Its unrestricted share was then traded on the   
OTC/BB market under the ticker "BNET". The considerations for the foregoing     
acquisition are cash of approximately US$8.5 million (actual transaction        
currency) (substantially all of Centerpoint's cash), the US$4.2 million (actual 
transaction currency) Centerpoint Loan to the Company (including accrued        
interest), and the assignment of 65% of Centerpoint's claims with respect to the
escrow accounts from the sale of the operating subsidiaries of Centerpoint to   
Aprilia and its claims against IMI.                                             

Simultaneously with the consummation of the foregoing transaction, Bion         
purchased a 57.7% majority interest in Centerpoint from OAM. The total          
consideration paid by Bion consisted of (i) US$3.7 million (actual transaction  
currency) in cash, (ii) the assignment of the US$4.2 million (actual transaction
currency) Centerpoint Loan to the Company (including accrued interest) and      
related loan guarantees, (iii) the assignment of the 65% interest in            
Centerpoint's claims with respect to the escrow accounts from the sale of the   
subsidiaries of Centerpoint to Aprilia and Centerpoint's claims against IMI,    
(iv) the issuance of 1,000,000 Bion common stock to OAM, and (v) the issuance of
a warrant to acquire 1,000,000 Bion shares at a price of US$0.90 (actual        
transaction currency), with expiration date of January 10, 2007 to OAM. David   
Mitchell (a director of Centerpoint) was the Chairman, President, Board Member  
and a principal stock and warrant holder of Bion at the time of the transaction.
As a consequence of the sale, the Company recorded a gain of (euro)1,489        
thousand (Lira 2,883 million). The carrying value of the Bion shares of         
(euro)841 thousand (Lira 1,628 million) were fully written down in 2002.        

In July 2002, Bion effected a 10 for 1 reverse stock split that reduced the     
number of shares of Bion held by the Company to 100,000 and the number of       
warrants held by the Company to 100,000.                                        

Bion has indicated in its public filings that it was under financial difficulty 
and that in January 2004, it closed its New York office and all remaining       
employees and consultants are working from their homes. Moreover, again as      
disclosed in Bion's public filings, the registration of its shares of stock was 
terminated in January 2004.                                                     

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Centerpoint, in January 2004, distributed all Bion shares it owned pro-rata to  
the holders of its common stock. The Company received 44,240 Bion shares which  
are deemed to be of no value. The registration of Centerpoint shares was        
terminated in February 2003.                                                    

Merger of OAM and Trident Rowan Servizi S.p.A.                                  
OAM, on March 27, 2003, was merged into Trident Rowan Servizi S.p.A. ("Trident  
Servizi"), its immediate parent company, effective January 1, 2003. The terms of
the merger provide for: (a) cancellation of the entire share capital of OAM     
owned by Trident Servizi ; (b) issuance of 73 new Trident Servizi shares for    
every 1,000 OAM shares to the residual minority owner of OAM; (c) increase in   
the share capital of Trident Servizi from 664,000 to 672,856 shares; and (d)    
change in the name of Trident Servizi to OAM S.p.A.                             

Stock Option and Warrant Repricing                                              
The following warrants and options were repriced and extended in July 2003 as   
follows:                                                                        

                               Previous      New
                                    Exercise      Exercise
Name                  Warrants/Options    Price*        Price*        
---------------------  -----------------    --------      --------        

Azzurra (affiliate of  250,000 (Warrants)   $3.50         $1.25           
Mark Hauser)         250,000 (Warrants)   $5.50         $1.50         
Simtov, LTD (affiliate  99,212 (Warrants)   $3.50         $1.25           
of Emanuel Arbib)    165,351 (Warrants)   $5.50         $1.50         
Mark S. Hauser          50,000 (Options)    $3.50         $1.25           
             87,917 (Options)    $5.50         $1.50
            152,185 (Warrants)   $3.50         $1.25
            152,185 (Warrants)   $5.50         $1.50
Gianni Bulgari          30,000 (Options)    $5.00         $1.50           
            190,534 (Warrants)   $3.50         $1.25
            190,533 (Warrants)   $5.50         $1.50
Emanuel Arbib           65,000 (Options)    $5.00         $1.50           
              7,917  (Options)   $5.00         $1.50
Mark B. Segall          30,000 (Options)    $5.00         $1.50           
Howard Chase           140,000 (Options)    $5.00         $1.50           
             30,000 (Options)    $5.00         $1.50
Nick Speyer             40,000 (Options)    $5.00         $1.50           

* the actual transaction currency is US Dollars                     

The expiration dates of all of the above warrants and options were extended to  
July 1, 2009 in order to motivate the holders to continue to assist the Company 
in maximizing shareholder value. In determining the repricing, the board        
considered, among other issues, the following:                                  

i)   the requirement to expense all such options in the future;                 

ii)  the history related to the options and the warrants;                       

iii) the complications and challenges the Company faced following the sale of   
the operating subsidiaries of Centerpoint to Aprilia;                 

iv)  the complications and challenges associated with completing an appropriate 
  transaction for the Company with the cash remaining from the sale of the
operating subsidiaries of Centerpoint to Aprilia;                     

v)   the current net asset and potential liquidation value of the Company;      

vi)  other relevant factors.                                                    

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Release of LITA S.p.A. Guarantee                                                

On March 31, 2004 the purchasers of LITA S.p.A. agreed to release the Company   
from any other further obligations under its escrow pertaining to potential tax 
liabilities, which had been due to expire on December 31, 2004. In connection   
with this release, the Company paid (euro) 30,000 (Lira 58 million) in 2004 and 
will record a gain of (euro)486 thousand (Lira 941 million) in 2004, primarily  
for face value of the investment of the Company used to secure the guarantee    
that it has written-off in prior years.                                         

Comtech Deal                                                                    

Following the non-binding term sheet dated December 30, 2003, between the       
Company and Comtech Group, Inc., a Cayman Islands corporation, in May 2004, the 
Company and Comtech reached an agreement in principle pursuant to which, Comtech
may transfer all of its equity to the Company and the Company, in turn, may     
issue to Comtech's shareholders 42,000,000 shares of the Company's stock.       
Following the transaction, Comtech's shareholders may control approximately     
91.2% of the Company's common stock (87.5% including options and warrants       
outstanding). Comtech is in the business of distributing electronic components, 
providing value added design services and developing and manufacturing          
electronic components for the telecommunications and electronic market and has a
majority of its operating subsidiaries located in China.                        

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

In October  2002,  Arthur  Andersen  S.p.A.  (Deloitte & Touche  Italia S.p.A.  
until July 31,  2003)  entered into an  agreement  with the  national  Italian  
practice  of  Deloitte   Touche   Tohmatsu   ("DTT")  that  provides  for  the  
association of the former Arthur Andersen S.p.A.  with DTT. On August 1, 2003,  
the audit  operations of Deloitte & Touche S.p.A. and Deloitte & Touche Italia  
S.p.A.  were  combined and the  resulting  company took the name of Deloitte &  
Touche S.p.A.                                                                   

There are no disagreements with accountants on accounting and financial         
disclosures.                                                                    

ITEM 9A.  CONTROLS AND PROCEDURES                                               

We maintain a system of internal controls and procedures designed to provide    
reasonable assurance as to the reliability of our published financial statements
and other disclosures included in this report. Based on their evaluation, as of 
the end of the period covered by this Annual Report on Form 10-K, our Co-Chief  
Executive Officers have concluded that our disclosure controls and procedures   
(as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended) are effective. There have been no significant changes in      
internal controls or in other factors that could significantly affect these     
controls subsequent to the date of their evaluation.                            

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  

The following information concerns the directors and executive officers of the  
Company.                                                                        

Directors                                                                       

As of December 31, 2001 and as of the date of the report, except as noted, the  
directors of the Company were as follows:                                       

Name                              Age  Position                                 
----                              ---  --------                                 

Mark S. Hauser ...............    46   President and Joint Chief Executive      
               Officer, Director
Emanuel Arbib ................    35   Joint Chief Executive Officer, Director  
Howard E. Chase ..............    67   Director                                 
Gianni Bulgari ...............    66   Director                                 
Duncan Chapman(1)  ...........    50   Director                                 
Andrea Della Valle(2) ........    44   Director                                 
Mark B. Segall(2) ............    41   Director and Secretary                   

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

(1)   Independent director nominated by Mark Hauser in accordance with the      
provisions of the Settlement Agreement amongst shareholders. Resigned as a      
director of the Company on April 19, 2002.                                      

(2)   Independent director nominated by Gianni Bulgari in accordance with the   
provisions of the Settlement Agreement amongst shareholders. Resigned as a      
director of the Company on May 15, 2002.                                        

Mark S. Hauser, President and Chief Executive Officer of the Company from March 
1998 through December 1999, and President and Joint Chief Executive Officer of  
the Company since December 1999, became a Director of the Company on May 2, 1997
upon consummation of the Tamarix/Finprogetti                                    

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Acquisition Agreement. Mr. Hauser is a Managing Director of FdG Associates, a   
private equity fund. He is an attorney and a founder and Managing Director of   
Tamarix Capital Corporation, a New York-based merchant and investment-banking   
firm. In 1991, Mr. Hauser founded Hauser, Richards & Company, also an           
international investment banking firm.                                          

Emanuel Arbib, was the Company's Chief Financial Officer from March 1998 through
1999, and has been the Joint Chief Executive Officer since December 1999. He    
became a Director of the Company on May 2, 1997 upon consummation of the        
Tamarix/Finprogetti Acquisition Agreement. He is the co-founder and Managing    
Director of GAIM Advisors Ltd., a London-based investment company. Since June   
1998, he has served as a director of and chief executive officer of Integrated  
Asset Management plc; an U.K. publicly traded company. In 1996, he served as    
Managing Director of BioSafe Europe, an affiliate of BioSafe International Inc.,
a publicly traded company engaged in waste management and landfill reclamation. 
From September 1996 to November 1997, he served as a director of International  
Capital Growth Ltd., and its European subsidiary, Capital Growth (Europe) Ltd., 
investment-banking firms. From 1990 until 1991, Mr. Arbib headed the Italian    
desk for Eurobond sales at Prudential Bache Securities (UK) Ltd.                

Howard E. Chase has served as a director of the Company since 1971, as Chairman 
of the Board of Directors and Secretary of the Company until September 1999, as 
Company counsel from 1971 until September 1995 and as President and Chief       
Executive Officer of the Company from October 1995 to March 1998. He is also    
President of Carret Holdings, Inc., an asset management company. He has also    
served as Vice-President of the Company from 1986 to October 1995; a partner of 
Morrison Cohen Singer & Weinstein, LLP from April 1984 until September 1995; and
a director of Thoratec Corporation, a NASDAQ-traded company, since 1987 and     
International Diamalt Co., Ltd., a U.K. based company. Mr. Chase became a       
director of Bion Environmental Services, Inc. in January 2002. Bion, a Colorado 
corporation, was publicly-held until January 2004.                              

Gianni Bulgari has served as a director of the Company since 1997, was Chairman 
of the Board of Directors of FILA Holdings, S.p.A., a sportswear maker, from    
1989 until 1998. From 1966 until 1987 he served as a Chairman of the Board of   
Directors and Chief Executive Officer of "BULGARI," a family-owned jewelry      
business. Mr. Bulgari was also a director of Centerpoint.                       

Duncan Chapman was a director of the Company from December 1999 to April 2002   
and has been a principal at Butler, Chapman & Co., a private New York-based     
investment-banking firm for more than the past five years.                      

Andrea Della Valle was a director of the Company from December 1999 to May 2002 
and has served as Executive Director for Lehman Brothers (Milan) since 1988.    
From 1986 until 1988 he served as director for Lehman Brothers (Switzerland).   

Mark B. Segall has been a director of the Company since December 1999 and the   
Company's Secretary since December 1999. Mr. Segall was a partner at Kramer     
Levin Naftalis & Frankel LLP ("Kramer Levin"), a New York law firm, until       
October 1999. In October 1999, he became a Senior Vice President and the General
Counsel at Investec Ernst & Company, and in October 2001 President and CEO of   
Investec Inc. The US investment banking operations of Investec were terminated  
in June 2003 at which time Mr. Segall left Investec and became Chairman and CEO 
of Kidron Corporate Advisors LLC, an M & A advisory boutique.                   

All of the current members of the Board of Directors attended at least 75% of   
the meetings held in each of 2000 and 2001.                                     

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The Board of Directors established an Audit Committee in 1995, which operated   
until December 6, 1999. The members of the Committee were Howard E. Chase and   
Deborah S. Novick. The audit and compensation oversight responsibility now sits 
with Howard E. Chase, Mark Segall and Gianni Bulgari. The Board of Directors has
determined that neither of Messrs. Chase, Segall or Mr. Bulgari is an "audit    
committee financial expert," within the meaning of the rules promulgated under  
the Securities Exchange Act of 1934, as amended. The Board of Directors believes
that the background and financial sophistication of each of Messrs. Chase,      
Segall and Bulgari are sufficient to fulfill the duties of such a financial     
expert. Currently, issuers with securities quoted on the Over-The-Counter Market
known as the "pink sheets," such as the Company, are not required to have an    
audit committee or an audit committee financial expert.                         

The Company does not currently have a code of ethics because the Company does   
not now, nor did it in 2001, 2002 and 2003, have any operations; however the    
Company intends to evaluate provisions for a code of ethics in the future.      

Each of Messrs. Chase and Hauser were directors of Centerpoint an affiliate of  
the Company and a company with a class of securities registered pursuant to     
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange    
Act"), during the years ended December 31, 2000 and December 31, 2001. Each of  
Messrs. Chase and Hauser resigned from Centerpoint in January 2002. 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. In
February 2003, Centerpoint filed a Certification and Notice of Termination of   
Registration with the SEC, and as a result is no longer a publicly-held company.

Executive Officers                                                              

              Position with Company and Business
Name                     Age  Experience During Past Five Years                 
----                     ---  ---------------------------------                 

Mark S. Hauser .....     46   President and Joint Chief Executive Officer       
from December 1999  
                      President and Chief Executive Officer from
March 1998          
                 Director of the Company from May 1997
Emanuel Arbib  .....     35   Joint Chief Officer from December 1999            
                   Chief Financial Officer from March 1998
                 Director of the Company from May 1997

Information relating to the past business experience of Messrs. Hauser and      
Arbib, is set forth above under "Directors." All executive officers will serve  
in their respective capacities in accordance with the forms of their employment 
agreements and arrangements, until their successors shall have been elected and 
qualified.                                                                      

ITEM 11. EXECUTIVE COMPENSATION (all amounts stated in US$, the actual reporting
currency)                                                                       

Summary of Cash and Certain Other Compensation                                  

The following table shows, for the three fiscal years ended December 31, 2001,  
2000 and 1999 the cash and certain other compensation paid or accrued for those 
years to the President of the Company and Joint Chief Executive Officers of the 
Company (collectively, "Named Executive Officers"). Other than as indicated in  
the table below, no executive officer of the Company received salary plus bonus 
in excess of US$100,000 during the fiscal year ended December 31, 2001.         

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                                                        · Enlarge/Download Table


SUMMARY COMPENSATION TABLE                                                                                
                                                                           Long -Term Compensation Awards 
                                                                           ------------------------------ 
                                           Annual                                                         
                                           Compensation      Other                                        
                                           Salary  (Lira/$)  Annual             Restricted     Options/   
Name and Principal Position          Year       (1)          Compensation (2)   Stock          SARs (#)   
---------------------------          ----  ---------------   ----------------   ----------     --------   

                                                                                                          
Mark S. Hauser(3) (4)                2001      $160,000             -0-           -0-             -0-     

President and Joint Chief Executive                                                                       
Officer since December 1999          2000      $235,000        $ 90,000           -0-             -0-     

President and Chief Executive                                                                             
Officer since March 1998             1999      $235,000        $ 90,000         $552,000      $132,000 (6)

Emanuel Arbib(5)(6)                  2001      $100,000             -0-           -0-             -0-     
Joint Chief Executive Officer since                                                                       
December 1999                        2000      $100,000             -0-           -0-             -0-     
Chief Financial Officer since March                                                                       
1998                                 1999      $125,000        $250,000         $301,172          -0-     

(1)   Lira amounts have been converted to dollars at the rate of 2,1653 Lira per
U.S.dollar, the approximate rate in effect on December 31, 2001     

(2)   The aggregate amount of all perquisites and other personal benefits paid  
     to each of the Named Executive Officers did not exceed the greater of US$
50,000 or 10% of such Named Executive Officer's salary.             

(3)   2000 and 1999 compensation includes cash compensation received from       
     Centerpoint (formerly Moto Guzzi), and the value of office space provided
    to Mr. Hauser in 1999 and 2000. Includes warrant and option repricing in
2000 described below.                                               

(4)   Other Annual Compensation for Mr. Hauser in 2000 and 1999 includes fees   
    received as chairman of Moto Guzzi Corporation, then an affiliate of the
Company                                                             

(5)   Other Annual Compensation for Mr. Arbib in 1999 includes the US$ 250,000  
 5% Convertible Debenture issued to Simtov LTD an affiliate company of
    Mr.Arbib in connection with Mr. Arbib's efforts in placing US$ 6,000,000
    of such Debentures in 1999. In July 2002, Mr. Arbib accepted US$ 218,750
as payment in full on the Debentures. See "Ten-Year Stock Option and
Warrant Repricings" below                                           

(6)   Consists of options to purchase 132,000 shares of the Company's common    
  stock repriced from US$5.50 to US$1.50. See "Ten-Year Stock Option and
Warrant Repricings" below                                           

Employment Contracts                                                            

On March 18, 1998, the Board of Directors approved a three year employment      
contract commencing May 1, 1998 with Mark S. Hauser as President and Chief      
Executive Officer, a three year consulting contract commencing May 1, 1998 with 
Emanuel M. Arbib as Chief Financial Officer and a one year, renewable agreement 
commencing May 1, 1998 with Tamarix Capital Corporation, a company controlled by
Mr. Hauser for provision of merchant banking services to the Company. Upon      
expiration of the above three year contracts with Mr. Hauser and Mr. Arbib, a   
one year renewable contract was granted. Mr. Hauser has agreed that his         
compensation will terminate upon, and as of, any liquidation of the Company.    

The terms of Mr. Hauser's employment contract with the Company provide for      
compensation of US$ 160,000 per year and provided for the issuance of 130,000   
shares of the Company's Common Stock with contractual transfer restrictions     
lapsing as to one-third thereof on each of December 31, 1998, 1999 and 2000 and 
130,000 options exercisable at US$ 5.00 per share. Pursuant to the Settlement   
Agreement,                                                                      

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Mr. Hauser has agreed that his compensation will terminate upon, and as of, any 
liquidation of the Company.                                                     

From March 1999 through April 2000 Mr. Hauser was engaged as Executive Chairman 
of Moto Guzzi, the Company's subsidiary, at a salary of US$ 90,000 per year plus
reimbursement of expenses and the grant of stock options.                       

In February 2000, in connection with the Company's proposed upcoming auction of 
the Moto Guzzi operations, the Company and Mr. Hauser renegotiated Mr. Hauser's 
employment agreement and compensation arrangements and agreed that (i) Mr.      
Hauser's employment agreement with Moto Guzzi would terminate effective         
immediately and that Mr. Hauser would be paid not more than US$ 250,000 in      
severance in connection with such termination out of the proceeds of the Moto   
Guzzi closing (US$ 169,500 was eventually received by Mr. Hauser), (ii) Mr.     
Hauser would continue as Executive Chairman of Moto Guzzi without compensation, 
(iii) all compensation under his employment agreement with the Company would be 
deferred until such time as the Company has adequate resources to pay such      
compensation, (iv) the executive office space of the Company in New Jersey would
be combined with that of Moto Guzzi in New York, and that the Company and Moto  
Guzzi would pay Mr. Hauser only for his actual out of pocket expenses in        
connection with maintaining such offices, (v) Mr. Hauser would continue to serve
as the Company's Co-CEO, (vi) the exercise price of 402,185 of the 804,370      
warrants issued to Mr. Hauser and his affiliates would be reduced to US$ 3.50   
per share and the expiration date of such warrants would be extended to June    
2007, the balance only extended to June 2007 and an additional 200,000 warrants 
issued and (vii) the exercise price of 50,000 of the 137,917 options issued to  
Mr. Hauser would be reduced to US$ 3.50 per share. All deferred amounts under   
Mr. Hauser's employment agreement were paid in 2001 and amounts are no longer   
deferred.                                                                       

Mr. Hauser continued to serve as Executive Chairman of Centerpoint without      
compensation until his resignation in January 2002 in connection with Bion's    
acquisition of a controlling interest in Centerpoint.                           

Under the terms of the employment agreement entered into with Mr. Arbib in 1998,
Mr. Arbib is entitled to compensation of US$ 100,000 per year and the issuance  
of 75,000 shares of the Company's Common Stock with contractual transfer        
restrictions lapsing as to one-third thereof on each of December 31, 1998, 1999 
and 2000 and 65,000 options exercisable at US$ 5.00 per share. Cash compensation
under the employment agreement was originally deferred and accrued, and no cash 
compensation under the agreement was paid in 1998. Those restrictions were      
satisfied in 1999 and the Company commenced payment of the accrued compensation 
in 1999. Mr. Arbib has agreed that his compensation will terminate upon, and as 
of, any liquidation of the Company.                                             

From March 1999 through April 2000 Mr. Arbib was also engaged as a financial    
consultant to Moto Guzzi at compensation of US$ 30,000 per year plus            
reimbursement of expenses and the grant of stock options.                       

In February 2000, in connection with the Company's proposed upcoming auction of 
the Moto Guzzi operations, the Company and Mr. Arbib renegotiated Mr. Arbib's   
consulting agreement and compensation arrangements and agreed that (i) Mr.      
Arbib's consulting agreement with Moto Guzzi would terminate effective          
immediately and that Mr. Arbib would be paid US$ 37,900 in severance in         
connection with such termination out of the proceeds of the closing, (ii) all   
compensation under his employment agreement with the Company would be deferred  
until such time as the Company has adequate resources to pay such compensation, 
(iii) Mr. Arbib would continue to serve as the Company's Co-Ceo, and (iv) the   
exercise price of 289,746 of the 645,630 warrants issued to Mr. Arbib and Gianni
Bulgari and their affiliates would be reduced to US$ 3.50 per share. All        
deferred amounts under Mr. Arbib's employment agreement were paid in 2001 and   
amounts are no longer deferred.                                                 

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Report on Executive Compensation                                                

The Company does not have a standing compensation committee. The compensation of
Mark Hauser, the President and Chief Executive Officer of the Company, and      
Emanuel Arbib, the Joint Chief Executive Officer of the Company, during fiscal  
year ended December 31, 2001, was the result of negotiated employment agreements
and arrangements approved by the outside directors with Messrs. Hauser and Arbib
and not the implementation of any compensation policy. The Company had no other 
executive officers during fiscal year ended December 31, 2001.                  

Stock Option Plans                                                              

In order to attract and retain employees, the Board of Directors adopted, and   
the shareholders approved, the 1995 Non-Qualified Stock Option Plan ("1995 NQ   
Plan") and the 1995 Stock Option Plan for Outside Directors ("1995 Directors'   
Plan"). The 1995 NQ Plan and the 1995 Directors' Plan are referred to           
collectively as the "1995 Plans." Options to purchase an aggregate of 2,150,000 
shares of Common Stock (subject to anti-dilution adjustments under certain      
circumstances) may be awarded under the 1995 Plans.                             

1995 NQ Plan                                                                    

The Compensation Committee administers the 1995 NQ Plan. Members of the         
committee are not entitled to receive grants under the 1995 NQ Plan. The maximum
number of options that any optionee may receive is 350,000 per calendar year.   

All officers and employees who, in the opinion of the committee have made or are
expected to make key contributions to the success of the Company are eligible to
receive options under the Plan. The committee may determine, subject to the     
terms of the 1995 NQ Plan, the persons to whom options will be awarded, the     
number of shares and the specific terms of each option granted. Officers and key
employees of companies acquired or operated by the Company or its subsidiaries  
may also be option recipients. The committee has not yet established specific   
performance or other criteria governing the granting of the remaining options.  
Options may not be granted at an exercise price below the fair market value on  
the date of grant.                                                              

If an 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 1995 NQ Plan.                                                         

The plan is subject to amendment by a majority of those members of the Board of 
Directors who are ineligible to receive options, but the Board of Directors may 
not (i) change the total number of shares of stock available for options; (ii)  
increase the maximum number of options; (iii) extend the duration of the plan;  
(iv) decrease the minimum option price or otherwise materially increase the     
benefits accruing to recipients; or (v) materially modify the eligibility       
requirements.                                                                   

1995 Directors' Plan                                                            

All non-employee directors, who were never previously employed by the Company or
eligible to receive options, annually receive, on each January 2, options to    
purchase 5,000 shares under the 1995 Directors' Plan. Newly appointed or elected
non-employee directors receive a grant upon taking office.                      

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Options relating to 15,000 shares were issued on January 2, 2001 at an exercise 
price of US$ 0.75 per share. A total of 15,000 options were granted in 1999. All
of the 1999 options have been forfeited in connection with resignations of      
directors. Options are not exercisable until the later of January 2 of the year 
succeeding the date of grant or six months following the date of grant.         

The authority to grant options under the 1995 Directors' Plan will terminate on 
the earlier of December 1, 2005 or upon the issuance of the maximum number of   
shares of stock reserved for issuance under the plan, which is 150,000, 74,166  
of which remained available for issuance on December 31, 2001. As of March 31,  
2004, the date of this report, 105,834 director options are issued and          
outstanding and 44,166 are available for issuance                               

The 1995 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.                                 

Board of Directors Report on Stock Option And Warrant Repricings in 2003        

On June 20, 2003, the Company's Board of Directors reviewed the terms and       
conditions of certain options and warrants previously granted to directors and  
executive officers of the Company, including the Named Executive Officers and   
their affiliates. The Board of Directors determined that the market price of the
Company's Common Stock had declined significantly since such options and        
warrants were originally granted and, as a result, such options and warrants had
exercise prices significantly higher than the current market price of the       
Company's Common Stock. The Board of Directors also considered other issues     
related to such options and warrants, including: (i) the requirement to expense 
all such options and warrants in the future; (ii) the history related to the    
options and the warrants; (iii) the complications and challenges the Company    
faced following the sale of its Moto Guzzi assets to Aprilia; (iv) the          
complications and challenges associated with completing an appropriate          
transaction for the Company with the cash remaining from the Aprilia sale; and  
(v) the current net asset and potential liquidation value of the Company.       

The Board of Directors determined it to be in the best interest of the Company  
to extend the expiration date of such options and warrants and to reduce the    
exercise price of such options and warrants to reflect the current market price 
of the Company's Common Stock in order to incentive the directors and executive 
officers of the Company, including the Named Executive Officers, to remain with 
the Company and to continue to assist the Company in maximizing shareholder     
value.                                                                          

As a consequence, the Board of Directors extended the expiration date of all    
such options and warrants to July 1, 2009. In addition, the Board of Directors  
reduced the exercise price of those options and warrants with an original       
exercise price of $3.50 to $1.25 and the exercise price of those options and    
warrants with an original exercise price of $5.50 to $1.50.                     

Respectfully submitted by the Board of Directors                                

Mark S. Hauser                                                                  
Emanuele Arbib                                                                  
Howard E. Chase                                                                 
Gianni Bulgari                                                                  
Mark Segall                                                                     

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Ten-Year Stock Option And Warrant Repricings                                    

The table below sets forth information concerning all repricings of options,    
warrants and SARS held by any executive officer of the Company during the last  
ten completed fiscal years (all amounts stated in US$, the actual transaction   
currency).                                                                      

                                                        · Enlarge/Download Table


---------------------------------------------------------------------------------------------------------------------------
                                                                                                         Length of         
                                 Number of                                                               Original          
                                 Securities                                                              Option/Warrant    
                                 Underlying         Market Price of       Exercise Price                 Term Remaining    
                               Options/Warrants/    Stock at Time of       at Time of         New        at Date of        
                               SARs Repriced or     Repricing or           Repricing        Exercise     Repricing or      
       Name           Date       Amended (#)        Amendment ($)        or Amendment ($)   Price($)     Amendment         
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
                                                                                                                           
Howard E. Chase     3/18/98    140,000(1)(2)        US$5.00              US$12.26           US$5.00      2 years           
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Albino Collini      3/18/98    50,000(1)(3)         US$5.00              US$12.26           US$5.00      2 years           
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Mario               3/18/98    50,000(1)(4)         US$5.00              US$12.26           US$5.00      2 years           
Tozzi-Condivi                                                                                                              
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Domenico Costa      3/18/98    40,000(1)(5)         US$5.00              US$12.26           US$5.00      2 years           
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Mark Hauser         2/00       50,000(1)            US$3.50              US$5.00            US$3.50      3 years           
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Mark Hauser         2/00       152,185 (6)          US$3.50              US$5.50            US$3.50      2 years (7)       
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Azzura (8)          2/00       250,000 (6)          US$3.50              US$5.50            US$3.50      2 years (7)       
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Simtov, LDC (9)     2/00       99,212 (6)           US$3.50              US$5.50            US$3.50      2 years (7)       
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Gianni Bulgari      2/00       190,534 (6)          US$3.50              US$5.50            US$3.50      2 years (7)       
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Mark Hauser         6/20/03    50,000 (1)           US$0.29              US$3.50            US$1.25      4 years (10)      
                               87,917 (1)           US$0.29              US$5.50            US$1.50      4 years (10)      
                               152,185 (6)          US$0.29              US$3.50            US$1.25      4 years (10)      
                               152,185 (6)          US$0.29              US$5.50            US$1.50      4 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Emanuel Arbib       6/20/03    65,000 (1)           US$0.29              US$5.00            US$1.50      4 years (10)      
                               7,917 (1)            US$0.29              US$5.00            US$1.50      4 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Gianni Bulgari      6/20/03    15,000 (1)           US$0.29              US$5.50            US$1.50      4 years (10)      
                               5,000 (1)            US$0.29              US$0.75            US$1.50      3 years (10)      
                               5,000 (1)            US$0.29              US$1.31            US$1.50      4 years (10)      
                               5,000 (1)            US$0.29              US$0.25            US$1.50      5 years (10)      
                               190,534 (6)          US$0.29              US$3.50            US$1.25      4 years (10)      
                               190,533 (6)          US$0.29              US$5.50            US$1.50      4 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Howard Chase        6/20/03    140,000 (1)(11)      US$0.29              US$5.00            US$1.50      4 years (10)      
                               15,000 (1)           US$0.29              US$5.50            US$1.50      4 years (10)      
                               5,000 (1)            US$0.29              US$0.75            US$1.50      3 years (10)      
                               5,000 (1)            US$0.29              US$1.31            US$1.50      4 years (10)      
                               5,000 (1)            US$0.29              US$0.25            US$1.50      5 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Nick Speyer         6/20/03    40,000 (1)           US$0.29              US$5.00            US$1.50      4 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 

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---------------------------------------------------------------------------------------------------------------------------
                                                                                                         Length of         
                                 Number of                                                               Original          
                                 Securities                                                              Option/Warrant    
                                 Underlying         Market Price of       Exercise Price                 Term Remaining    
                               Options/Warrants/    Stock at Time of       at Time of         New        at Date of        
                               SARs Repriced or     Repricing or           Repricing        Exercise     Repricing or      
       Name           Date       Amended (#)        Amendment ($)        or Amendment ($)   Price($)     Amendment         
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
                                                                                                                           
Azzura (8)          6/20/03    250,000 (6)          US$0.29              US$3.50            US$1.25      4 years (10)      
                               250,000 (6)          US$0.29              US$5.50            US$1.50      4 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Simtov, LDC (9)     6/20/03    99,212 (6)           US$0.29              US$3.50            US$1.25      4 years (10)      
                               165,351 (6)          US$0.29              US$5.50            US$1.50      4 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 
Mark Segall         6/20/03    15,000 (1)           US$0.29              US$5.50            US$1.50      4 years (10)      
                               5,000 (1)            US$0.29              US$0.75            US$1.50      3 years (10)      
                               5,000 (1)            US$0.29              US$1.31            US$1.50      4 years (10)      
                               5,000 (1)            US$0.29              US$0.25            US$1.50      5 years (10)      
------------------- ---------- -------------------- -------------------- ------------------ ------------ ----------------- 

(1)   Represents shares of Common Stock underlying options.                     

(2)   Represents option to purchase 140,000 shares of TRG's common stock granted
    on March 18, 1998 upon cancellation of option to purchase 300,000 shares
of TRG's common stock.                                              

(3)   Represents option to purchase 50,000 shares of TRG's common stock granted 
    on March 18, 1998 upon cancellation of option to purchase 150,000 shares
of TRG's common stock.                                              

(4)   Represents option to purchase 50,000 shares of TRG's common stock granted 
    on March 18, 1998 upon cancellation of option to purchase 200,000 shares
of TRG's common stock.                                              

(5)   Represents option to purchase 40,000 shares of TRG's common stock granted 
      on March 18, 1998 upon cancellation of option to purchase 60,000 shares of
TRG's common stock.                                                 

(6)   Represents shares of Common Stock underlying warrants.                    

(7)   The expiration date of the warrants repriced in February 2000 was extended
from June 2002 to June 2007.                                        

(8)   Affiliate of Mark Hauser.                                                 

(9)   Affiliate of Emanuel Arbib.                                               

(10)  The expiration date of these options and warrants were extended to July 1,
2009.                                                               

(11)  The expiration date of these options were extended in 2000 to 2007, but   
were not repriced.                                                  

Options/Sar Grants in Last Fiscal Year                                          

15,000 options were granted to non-employee directors during the fiscal year    
ended December 31, 2001.                                                        

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Aggregate  Options/Sar  Exercises  In Last  Fiscal  Year And  Fiscal  Year-End  
Option/Sar Values                                                               

The following table summarizes the number of exercisable and unexercisable      
options held by the Named Executive Officers at the end of 2001.                

                                                        · Enlarge/Download Table


-------------------------------------------------------------------------------------------   
                 Shares              Number of Securities       Value of Unexercised          
                 Acquired  Value     Underlying                 In-the-Money                  
Name             on        Realized  Unexercised                Options/SARs at               
                 Exercise  ($)       Option/SARs at Fiscal      Fiscal Year-End ($)           
                 (#) (1)             Year-End                   (Exercisable/Unexercisable)(2)
                                     (Exercisable/Unexercisable)                              
-------------------------------------------------------------------------------------------   
                                                                                              
Mark Hauser          -        -           137,917 / 0                    -                    
-------------------------------------------------------------------------------------------   
Emanuel Arbib        -        -            72,917 / 0                    -                    
-------------------------------------------------------------------------------------------   

(1)   None of the Named Executive Officers exercised any stock options in 2001. 

(2)   The fair market value of the securities underlying the options was less   
than the exercises price of the options at December 31, 2001.       

Compensation of Directors                                                       

Non-employee members of the Board of Directors of the Company receive automatic 
annual grants of stock options for services rendered in their capacity as such, 
at a rate of 5,000 per year. See "Stock Option Plans-1995 Directors' Plan."     
Officers of the Company or its subsidiaries who are members of the Board of     
Directors of the Company and employees receive compensation for services        
rendered in their capacities as officers only, and may be entitled to           
discretionary grants of stock options.                                          

Compensation Committee Interlocks and Insider Participation                     

The Company does not currently have a standing compensation committee of the    
Board of Directors. During the fiscal year ended December 31, 2001, no officer  
or employee of TRG or any of its subsidiaries, nor any former officer of the    
Company or any of its subsidiaries, participated in deliberations of the        
Company's Board of Directors concerning executive officer compensation. Messrs. 
Hauser and Arbib, who are both directors and executive officers of the Company, 
have not participated in any deliberations of the Company's Board of Directors  
concerning their employment agreements and arrangements with the Company.       

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      

Principal Security Holders                                                      

The following table sets forth certain information concerning the beneficial    
ownership of Common Stock as of March 31, 2004, the date of this report, by (i) 
each person who is known by the Company to own beneficially 5% or more of the   
Company's common stock, (ii) each of the Company's directors and Named Executive
Officers, and (iii) all directors and executive officers as a group. Unless     
otherwise indicated, each person in the table has sole voting and investment    
power with respect to the shares shown. Unless otherwise indicated, address is  
address of the Company.                                                         

Name and Address of Beneficial       Number of Shares         Percentage        
Owner*                             Beneficially Owned      Beneficially Owned   
------------------------------     ------------------      ------------------   

Mark S. Hauser ...................  1,754,866(1)(2)              27.1%          
Gianni Bulgari ...................  1,498,827(2)(3)              23.2%          
c/o Gruppo G.B. Bulgari                                                         
via M. Mercati, 17A                                                             
00187 Rome, Italy                                                               
Emanuel Arbib ....................    475,972(2)(4)               7.4%          
Howard E. Chase ..................    180,000 (5)                 2.8%          
Nick Speyer ......................     40,000 (6)                  **           
Mark Segall.......................     30,000 (7)                  **           
William Spier.....................     15,000                      **           
Finprogetti S.p.A.................    635,238                     9.8%          
Via Fieno, 8                                                                    
20123 Milan, Italy                                                              
Jan H. Loeb.......................    311,700                     4.8%          
All directors and officers as                                                   
a group ..........................  3,939,665                    60.9%          

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* Beneficial ownership is determined in accordance with the rules of the        
Securities and Exchange Commission and generally includes voting or investment  
power with respect to securities. Shares of Common Stock, which would be issued 
upon the exercise of options or warrants that are currently exercisable, or     
exercisable or convertible within 60 days, are deemed outstanding for computing 
the percentage ownership of the person holding such options or warrants but are 
not deemed outstanding for computing the percentage ownership of any other      
person.                                                                         

** Less than one percent.                                                       

(1) Includes warrants to purchase 500,000 shares owned of record by Azzurra,    
Inc., a Delaware corporation controlled by Mr. Hauser, 682,579 shares owned of  
record by Tamarix Investors LDC, a Cayman Islands Limited duration company      
controlled by Mr. Hauser, and presently exercisable options to purchase 137,917 
shares.                                                                         

(2) As part of a reporting group, Mark Hauser, Tamarix Investors LDC, Azzurra,  
Gianni Bulgari and Emanuel Arbib report beneficial ownership of 3,729,665       
shares, consisting of 2,038,831 shares and warrants and options to purchase an  
additional 1,690,834 shares. Such group constitutes beneficial ownership of     
approximately 56.4% of all shares outstanding on a diluted basis pursuant to    
Regulation 13D-G under the Securities Exchange Act of 1934, as amended.         

(3) Includes warrants to purchase 381,067 shares from the Company and options to
purchase 30,000 shares.                                                         

(4) Includes warrants to purchase 264,563 shares owned of record by entities    
controlled by Mr. Arbib and options held by Mr. Arbib to purchase 72,917 shares.

(5) Includes presently exercisable options to purchase 170,000 shares.          

(6) Includes presently exercisable options to purchase 40,000 shares.           

(7) Includes presently exercisable options to purchase 30,000 shares.           

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ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     

Bion Investment by Centerpoint; Sale of Centerpoint Shares by OAM to Bion       

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

In December 2001, Centerpoint's Board of Directors met to evaluate the          
alternative strategies and investments available to it. Investec Ernst & Co.,   
presented to the Centerpoint Board of Directors their conclusions on a number of
potential investments. After review of the possible investments, the Centerpoint
Board of Directors resolved to approve the acquisition of 19,000,000 shares of  
Bion, a publicly-held Colorado corporation, for an aggregate consideration of   
US$ 14,250,000 (actual transaction currency) comprised of the following: (i)    
approximately US$ 8,500,000 (actual transaction currency) in cash, (ii)         
assignment of the Company's US$ 4.2 million (actual transaction currency)       
promissory note, (iii) assignment of 65% of the Claims Against IMI, (iv)        
assignment of 65% of the claims with respect to the escrow account, and (v)     
assignment of all of Centerpoint's rights under the Loan Agreement dated June   
13, 2001 between Centerpoint and the Company. The approval was subject to the   
satisfaction of a number of conditions, including the Company's and OAM's       
release of Centerpoint from its liquidation obligations under the April 14th    
Letter.                                                                         

In early January 2002, the Board of Directors of OAM, a subsidiary of the       
Company and the majority stockholder of Centerpoint, met and approved the sale  
of 3,459,997 shares of common stock of Centerpoint owned by OAM (representing   
all of the shares of Centerpoint owned by OAM) to Bion pursuant to a Stock      
Purchase Agreement dated as of January 15, 2002, for the following              
consideration: (i) 1,000,000 restricted shares of Bion common stock, (ii) a     
warrant to purchase 1,000,000 shares of Bion common stock for a purchase price  
of US$ 0.90 (actual transaction currency) per share, (iii) US$ 3,700,000 (actual
transaction currency) in cash, (iv) the assignment to OAM of the Company's US$  
4.2 million (actual transaction currency) promissory note, and the principal and
interest payable there under, (v) assignment of a 65% interest in the claims    
against IMI, (vi) assignment of a 65% interest in the claims with respect to the
escrow account, and (vii) assignment of all of Centerpoint's rights under the   
Loan Agreement dated June 13, 2001 between Centerpoint and the Company.         

On January 15, 2002, Centerpoint closed on its purchase of the Bion shares, and 
immediately upon the consummation of the purchase of the Bion Shares, OAM and   
Bion closed on the sale of the Centerpoint shares.                              

In connection with the Bion investment, and the sale of the Centerpoint shares, 
the Company and OAM waived their rights to cause Centerpoint to proceed with    
liquidation and released Centerpoint from such obligations and Centerpoint      
approved the sale of the Centerpoint shares by OAM.                             

In connection with the assignment of the claims against IMI and the claims with 
respect to the escrow account, OAM agreed that it will continue to administer   
any litigation related to, settlement of, or other resolution of such claims, to
the best of its ability, on behalf of both OAM and Centerpoint as Centerpoint's 
duly authorized agent.                                                          

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In April 2003, Bion determined that the anti-dilution provisions in its         
agreements with Centerpoint and OAM were preventing it from being able to raise 
outside financing. In order to remedy this situation, and in anticipation of    
receiving up to $1,925,000 (actual transaction currency) in new financing, on   
April 23, 2003, Bion entered into an agreement with Centerpoint providing that  
Centerpoint cancel all antidilution and penalty provisions in existing          
agreements between Bion and Centerpoint, and on May 23, 2003, OAM and Bion      
entered into an agreement providing among other things: (i) that OAM waive the  
anti-dilution provisions contained in its original agreement with Bion, (ii) for
clarification of certain reimbursements required to be made by Bion under the   
original agreement relating to certain claims being handled by OAM on behalf of 
Centerpoint and OAM, and (iii) the payment by Bion to OAM of $80,000 (actual    
transaction currency) plus $10,000 (actual transaction currency) in legal       
expenses.                                                                       

For further details concerning the Bion investment and sale of the Centerpoint  
shares, and various agreements among Bion, Centerpoint and the Company, please  
see Note 18 to the Consolidated Financial Statements.                           

Warrant and Option Repricing                                                    

In February 2000 and in June 2003, the Company repriced and extended various    
options and warrants owned by the directors, executive officers and affiliates  
of the Company. Please see Item 12 "Stock Option and Warrant Repricing" above   
for further details.                                                            

Centerpoint Loan and early payoff of Debentures                                 

On June 13, 2001, Centerpoint loaned US$4,200,000 (actual transaction currency) 
to the Company (Centerpoint Loan) which the Company used to retire the          
Convertible Debentures. (See Note 8 to the Consolidated Financial Statements for
further information). The Centerpoint Loan Agreement and the related promissory 
note were assigned to OAM, in January 2002, in connection with the Bion         
transactions. (See Note 18 to the Consolidated Financial Statements for further 
information).                                                                   

Centerpoint Engagement of Investec Ernst to explore Strategic Alternatives      

In June 2001, with the consent of the Company, Centerpoint engaged the          
investment-banking firm of Investec Ernst & Company to assist Centerpoint in its
evaluation of strategic alternatives, including potential acquisitions and      
investments. In connection with its review of investment alternatives the       
Company paid Investec US$ 125,000 (actual transaction currency) in cash and     
issued Investec a warrant to purchase 50,000 Centerpoint Common Stock at an     
exercise price of US$ 3.00 (actual transaction currency) per share, in January  
2002. The relationship of Investec Ernst & Company and Mr. Mark Segall is       
disclosed in Item 10.                                                           

Company's  Engagement  of  Investec  Inc. to explore  Strategic  Alternatives;  
Engagement of Kidron and Kramer Levin                                           

Investec provided the Company with advisory services during 2001 and 2002, and  
Kidron has provided the Company with advisory services since 2003. Kramer Levin 
represented the Company in its December 1999 Convertible Debenture offering, and
since that time has rendered legal services to the Company on request. Until the
end of September 1999, Kramer Levin provided legal services to Gianni Bulgari in
connection with the Settlement Agreement by and among the Company, Mark Hauser, 
Gianni Bulgari, Howard Chase, Emanuel Arbib and William Spier. Prior to that,   
Kramer Levin provided advice to Ixion LTD (which was controlled by Gianni       
Bulgari and Emanuel Arbib), an affiliate of Tamarix Investors LDC, an affiliate 
of Mark Hauser, Gianni Bulgari, Emanuel Arbib and William Spier.                

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Section 16(a) Beneficial Ownership Reporting Compliance                         

Based on a review of the Forms 3, 4 and 5, which have been filed with the       
Securities and Exchange Commission with respect to transactions that occurred in
2001, it appears that all officers and/or directors of the Company complied with
their Section 16 reporting requirements.                                        

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 

Audit Fees                                                                      

Deloitte & Touche S.p.A. billed the Company Lira 68 million and Lira 116        
million, in the aggregate, for professional services rendered by it for each of 
the fiscal years ended December 31, 2001 and December 31, 2000, respectively,   
for the audit of the Company's annual financial statements for each of such     
fiscal years and review of the interim financial statements included in the     
Company's Form 10-QSB's for each of the quarters of such fiscal years.          

Audit-Related Fees                                                              

Deloitte & Touche S.p.A. did not render professional services for assurance and 
related services related to the performance of the audit or review of the       
Company's financial statements for either of the fiscal years ended December 31,
2001 or December 31, 2000 (other than those covered above under "Audit Fees").  

Tax Fees                                                                        

Deloitte & Touche LLP (US) rendered professional services for tax compliance,   
tax advice or tax planning during the fiscal years ended December 31, 2001 and  
December 31, 2000 for fees of US$32,500 (actual transaction currency) (Lira 68  
million) and US$32,000 (actual transaction currency) (Lire 69 million)          
respectively, principally for tax compliance.                                   

All Other Fees                                                                  

Deloitte & Touche S.p.A. did not provide any products or render any professional
services (other than those covered above under "Audit Fees," and "Tax Fees")    
during either of the fiscal years ended December 31, 2001 or December 31, 2000. 

Audit of Financial Statements.                                                  

Deloitte and Touche S.p.A. were the principal auditors and no work was          
performed by persons outside of the firm.                                       

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 PART IV

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

(a)   (1)   Contained in Item 8 of this Report.                                 

(2) Contained in Item 8 of this Report.                             

(3) Contained in paragraph (c) below.                               

The Company did not file any Current Reports on Form 8-K during the three-month 
period ending December 31, 2001.                                                

(c) Exhibits.                                                                   

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

3.1         Amendment to Restated Articles of Incorporation of                  
the Company, as amended. Filed as Exhibit 3.1 to the    
Company's Form 10-K for the year ended December 31,     
1998.                                                   

3.2         Amended and Restated Bylaws of the Company (filed as                
Exhibit 3.3 to Registration Statement on Forms S-1,     
Amendment No. 1, file No. 333-21595).                   

4.3         Warrant Agreement with Warrant Certificate, each                    
dated May 2, 1997, with respect to 1,250,000 shares     
of Common Stock issued to Centaurus Management LTD      
(Filed as Exhibits 4.1 and 4.2 to Current report on     
Form 8-K for Event Dated May 2, 1997).                  

4.4         Loan Agreement between the Company and Tamarix                      
Investors LDC dated October 1, 1998 (filed as Exhibit   
4.1 to November 17, 1998 Current Report on Form 8-K).   

4.5         Warrant Agreement dated October 1, 1998 between the                 
Company and Centaurus Management LTD (filed as          
Exhibit 4.2 to November 17, 1998 Current Report on      
Form 8-K).                                              

4.6         Warrant Agreement dated October 1, 1998 between the                 
Company and Azzurra, Inc. (filed as Exhibit 4.3 to      
November 17, 1998 Current Report on Form 8-K).          

4.7         Warrant Agreement dated October 1, 1998 between the                 
Company and Ixion, LTD (filed as Exhibit 4.4 to         
November 17, 1998 Current Report on Form 8-K).          

10.1        1995 Non-Qualified Stock Option Plan (filed as                      
Exhibit A to the Company's Preliminary Proxy            
Statement filed May 24, 1996).                          

10.2        1995 Director's Plan (filed as Exhibit B to the                     
Company's Preliminary Proxy Statement filed May 24,     
1996).                                                  

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

10.3        Description of 8% 2-year promissory notes issued in                 
connection with the Company's Stock Repurchase Plan     
included in the Company's Schedule 13E-4 dated          
September 20, 1996 (filed as Exhibit 10.23 to 1996      
Annual Report on Form 10-K).                            

10.4        Retainer Agreement dated March 7, 1997 between the                  
Registrant and Tamarix Capital Corporation (filed as    
Exhibit 10.24 to Registration Statement on Form S-1,    
Amendment No. 1, file No. 333-21595).                   

10.5        Inducement Agreement dated April 8, 1997 between the                
Registrant and Tamarix Investors LDC (filed as          
Exhibit 10.25 to Registration Statement on Form S-1,    
Amendment No. 1, File No. 333-21558).                   

10.6        Employment Agreement dated March 25, 1998 with Mark                 
S. Hauser (filed as Exhibit 10.1 to the March 31,       
1998 Quarterly Report on Form 10-Q).                    

10.7        Novation of March 7, 1997 agreement with Tamarix                    
Capital Corp. (filed as Exhibit 10.2 to March 31,       
1998 Quarterly Report on Form 10-Q).                    

10.8        Agreement and Plan of Merger dated August 18, 1998                  
between Moto Guzzi and North Atlantic Acquisition       
Corp. and the Company (filed as Exhibit 10.1 to         
December 11, 1998 Current Report on Form 8-K).          

10.9        First Amendment dated December 3, 1998 to Agreement                 
and Plan of Merger dated August 18, 1998 (filed as      
Exhibit 10.2 to December 11, 1998 Current Report on     
Form 8-K).                                              

10.10       Consulting Agreement dated March 25, 1998 with                      
Emanuel Arbib.                                          

10.11       Stock Purchase Agreement by and between OAM and Bion                
dated as of January 10, 2002 (incorporated by           
reference to Exhibit 3 to Amendment No. 2 to the        
Centerpoint Schedule 13D dated January 24, 2002).       

21.         Subsidiaries: The Company's significant subsidiaries,               
the jurisdiction of their incorporation and nature of   
their respective activities is contained in this        
Report.                                                 

31.1        Certification of Mark S. Hauser, Co-CEO of the Company.             

31.2        Certification of Emanuel Arbib, Co-CEO of the Company.              

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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.                           

TRIDENT ROWAN GROUP, INC.                                                       

May 25, 2004                                 /s/ Mark S. Hauser                 
                              --------------------
                        Mark S. Hauser
                                   President and Joint Chief
                           Executive Officer

May 25, 2004                                 /s/ Emanuel Arbib                  
                                 -----------------------
                       Emanuel Arbib
                                       Joint Chief Executive 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.                                     

May 25, 2004                                 /s/ Emanuel Arbib                  
                                 -----------------------
                                 Emanuel Arbib, Director

May 25, 2004                                 /s/ Howard E. Chase                
                                    --------------------------
                                   Howard E. Chase, Director

May 25, 2004                                 /s/ Mark S. Hauser                 
                                   -------------------------
                                  Mark S. Hauser, Director

May 25, 2004                                 /s/ Gianni Bulgari                 
                                  ------------------------
                                  Gianni Bulgari, Director

May 25, 2004                                 /s/ Mark B. Segall                 
                                   -------------------------
                                  Mark B. Segall, Director

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Appendix A to Item 601(c) of Regulation S-K (Article 5 of Regulation S-X)       
Commercial and Industrial Companies                                             

This schedule contains summary financial information extracted from the         
unaudited financial statements dated December 31, 2001 and is qualified in its  
entirety by reference to such financial statements.                             

Period 12 months                                                                
Fiscal Year Ended December 31, 2001                                             
Period Ended December 31, 2001                                                  

Item No.          Item Description                                  Amount*     
--------          ----------------                                  ------      

5-01(1)           Cash and cash items                             9,543,000     
5-02(2)           Marketable securities                                   0     
5-02(3)(a)(1)     Notes and accounts receivable - trade              12,000     
5-02(3)(a)(4)     Notes and accounts receivable - other              12,000     
5-02(4)           Allowances for doubtful accounts                        0     
5-02(6)           Inventory                                               0     
5-02(9)           Total current assets                            9,622,000     
5-02(13)          Property, plant and equipment                      79,000     
5-02(14)          Accumulated depreciation                           62,000     
5-02(18)          Total assets                                    9,792,000     
5-02(21)          Total current liabilities                       1,572,000     
5-02(22)          Bonds, mortgages and similar debt                       0     
5-02(28)          Preferred stock - mandatory redemption                  0     
5-02(30)          Preferred stock - non-mandatory redemption              0     
5-02(31)          Common stock                                       49,000     
5-02(32)          Other stockholders' equity                      2,858,000     
5-03(b)(1)(a)     Net sales of tangible products                          0     
5-03(b)(1)        Total revenues                                          0     
5-03(b)(2)(a)     Cost of tangible goods sold                             0     
5-03(b)(2)        Total costs and expenses applicable to sales                  
             and revenue                                             0
5-03(b)(3)        Other costs and expenses                        1,935,000     
5-03(b)(5)        Provision for doubtful accounts and notes               0     
5-03(b)(8)        Interest income/(expense)and amortization                     
             of debt discount                                 (29,000)
5-03(b)(10)       Income/(loss)before taxes and other items       (118,000)     
5-03(b)(11)       Income tax expense                              (104,000)     
5-03(b)(14)       Income/(loss) continuing operations             (170,000)     
5-03(b)(15)       Discontinued operations                                 0     
5-03(b)(17)       Extraordinary items                                     0     
5-03(b)(18)       Cumulative effect - changes in accounting                     
             principles                                              0
5-03(b)(19)       Net income or loss                              (170,000)     
5-03(b)(20)       Earnings per share - primary                       (0.04)     
5-03(b)(20)       Earnings per share - fully diluted                 (0.04)     

o  U.S. dollar amounts are based on conversion rate of 2,173.9 Italian Lira to  
the U.S. dollar, which prevailed on December 31, 2001.                    

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ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K     

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.                                   

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

                                        Page
                                        ----
Report of Independent Public Accountants         20         
Consolidated Balance Sheets - Assets             21         
Consolidated Balance Sheets -                               
Liabilities and Shareholders' Equity                        
(Deficit)                                        22         
Consolidated Statements of Operation             23         
Consolidated Statements of Changes in                       
the Shareholders' Equity (Deficit)               25         
Consolidated Statements of Cash Flows            27         
Notes to Consolidated Financial                             
Statements                                       29         

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.    

68

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		5/24/96		66					PRER14A
		8/22/96		9					DEF 14A
		9/20/96		67					SC 13E4, 8-K
		3/7/97		67
		4/8/97		67
		5/2/97		51		66			8-K/A, 8-K
		6/5/97		9
		12/31/97		11					10-K/A, 10-K, NT 10-K
		3/18/98		43		59
		3/25/98		67
		3/31/98		67					10-Q
		5/1/98		54					10-K/A
		8/18/98		67					8-K
		10/1/98		66					8-K
		11/17/98		66					NT 10-Q
		12/3/98		67
		12/11/98		67					8-K
		12/31/98		11		66			NT 10-K, 10-K
		1/1/99		12		28
		3/5/99		35					3, 8-K/A
		3/17/99		9
		3/18/99		9
		10/9/99		9		47
		12/6/99		53					3, DEF 14A
		12/28/99		31		39
		12/31/99		11		55			NT 10-K, 10-K
		1/1/00		12
		1/3/00		44
		2/25/00		38					4
		5/2/00		42
		6/10/00		45
		7/1/00		36
		12/31/00		4		65			10-K
		1/1/01		5		38
		1/2/01		44		57
		3/1/01		5		38
		6/11/01		8
		6/13/01		18		63
		6/15/01		19		39
		9/8/01		35
For The Period Ended		12/31/01		1		69
		1/1/02		13		32			4
		1/10/02		67
		1/15/02		48		62
		1/24/02		67					SC 13D/A
		2/11/02		7		48			4
		4/19/02		51
		5/15/02		51
		6/10/02		45
		1/1/03		49					4
		3/27/03		49
		4/23/03		63
		5/23/03		63
		6/13/03		40
		6/20/03		57
		7/31/03		4		51
		8/1/03		4		51
		12/30/03		7		50
		3/25/04		9		47
		3/31/04		2		60			10-Q
		4/30/04		42
		5/7/04		23
Filed On / Filed As Of		5/25/04		68					10-Q, 8-K, 10-K
		12/31/04		6		50			10-K
		10/1/05		7
		12/1/05		43		57			DEF 14A
		1/10/07		48
		9/8/07		35
		7/1/09		49		59
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