<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 000-22813
-------------
(Check one): [ ]Form 10-K and Form 10-KSB [ ] Form 11-K
[ ]Form 20-F |X| Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended SEPTEMBER 30, 1999
----------------------------------------------------------
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended
-----------------------------------------
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
------------------------
- --------------------------------------------------------------------------------
12b25-1
<PAGE>
PART I
REGISTRANT INFORMATION
Full name of registrant MOTO GUZZI CORPORATION
---------------------------------------------------
Former name if applicable NORTH ATLANTIC ACQUISITION CORP.
-------------------------------------------------
350 PARK AVENUE
- --------------------------------------------------------------------------------
Address of principal executive office (STREET AND NUMBER)
- --------------------------------------------------------------------------------
City, State and Zip Code NEW YORK, NY 10022
--------------------------------------------------
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report,
transition report on Forms 10- K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition report on
Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
12b25-2
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)
The financial and accounting services which are generally made available
to the Company on a limited basis by its subsidiaries were unavailable on a
timely basis because of other exigent assignments critical to the subsidiaries'
financing and operations.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
DAVID LERNER 212-735-8609
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
|X| Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X| Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The merger of Moto Guzzi Corp. and North Atlantic Acquisition Corp. has
been accounted for as a reverse acquisition by Moto Guzzi Corp. and,
accordingly, the results reported in the quarter and nine months ended
September 30, 1999 and September 30, 1998 are those of Moto Guzzi Corp. and
not those of North Atlantic Acquisition Corp., a non-operating company formed
only for the purpose of acquiring or merging with an operating business.
The results of operations for the quarter ended September 30, 1999 compared to
the corresponding quarter of 1998 reflect the following significant changes:
12b25-3
<PAGE>
Net sales increased by Lit. 1.9 billion or 9.7% from Lit. 19.6 billion to Lit.
21.5 billion and unit sales increased to 1,608 in the 1999 period compared to
1,302 in 1998.
Gross margins decreased from Lit. 2.7 billion or 13.7% in the third quarter of
1998 to Lit. 2.5 billion, or 11.5% in the third quarter of 1999, due principally
to lower average selling prices of the mix of units sold in 1999.
Selling, general and administrative expenses increased from Lit. 4.0 billion in
1998 to Lit. 4.5 billion in 1999 reflecting a new management team installed at
Moto America and the development of the sales network.
As a result of the above factors, and the absence of a Lit. 1.9 billion
charge for reorganization expense which was incurred in the third quarter of
1998, net loss in the third fiscal quarter of 1999 declined to Lit. 3.8
billion compared to Lit. 5.2 billion in the comparative 1998 quarter.
For the nine month period ended September 30, 1999, net loss increased to Lit.
14.2 billion from Lit. 8.6 billion in the 1998 period. The increase was largely
due to lower sales in the first quarter of 1999 compared to 1998, which in turn
was caused by a serious liquidity shortage in the 1999 period and the
recognition of certain public administration sales in the 1998 period.
Gross margins declined to Lit. 5.4 billion, or 8.6% in the 1999 nine-month
period, compared to Lit. 11.9 billion, or 17.6% in 1998. The decline was due to
a lower-priced product mix and to the effect of fixed overhead being spread out
over fewer units.
12b25-4
<PAGE>
MOTO BUZZI CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date NOVEMBER 15, 1999 By MARK S. HAUSER
------------------------- ------------------------------------
Mark S. Hauser, President
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall
be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).
12b25-5
