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10KSB: BACH-HAUSER INC
(EDGAR Online via COMTEX) -- ITEM 6. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This registration statement contains statements that are forward- looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "believe" and similar language. These statements involve known and unknown risks, including those resulting from economic and market conditions, the regulatory environment in which we operate, competitive activities, and other business conditions, and are subject to uncertainties and assumptions set forth elsewhere in this registration statement. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward-looking statements on information currently available to us, and we assume no obligation to update these statements.
Plan of Operation
The Company's plan of operation is to provide customers with the highest quality service to meet their specific needs for the cost- effective processing, recycling and disposal of municipal, industrial, commercial and institutional solid waste and to meet landfill reduction goals.
Through the licensing agreement, the Company, through the TCR Total Recycling System, is able to offer municipalities and counties with a population of 100,000 or more an affordable environmental solution to waste disposal, including a waste management plant which incorporates the collection and processing of waste into three streams:
1. recyclables 2. organic compostables 3. residuals (for landfill or waste-to-energy recovery)
The TCR Total Recycling System is a two-bag system. It differs from conventional waste management and recycling methods in that the custom-built recovery facility receives mixed loads of municipal, commercial and industrial sold waste contained in both Blue and Black Bags. The use of a two-bag system provides a simple, efficient and cost-effective solution to waste
management. Blue Bags (recyclable items) allow easy identification and total recovery of assets, while the opening and sorting of Black Bag contents (balance of the waste stream) ensures total recovery of recyclable items which would otherwise be lost to landfill.
Municipal waste is received in the materials recovery facility and is separated into two processing categories - recyclables and household waste. Blue Bag contents (recyclables) are sorted and conveyed to a baler further processing, then internally brokered to end users. Black Bag contents (wet waste) are sorted to recover any recyclable material and processed to remove non- compostable contaminants.
Any organic material retrieved from sorting Black Bag contents is conveyed to a low speed, high torque shredder. The organic material, cut to optimize size for composting, is then conveyed to a high speed composting unit. Computerized control and monitoring of the compost, by a computer-controlled robot which turns and irrigates the material, ensures specific conditions are maintained throughout the 28-day composting process. The Company monitors moisture content, temperature, pH, oxygen, and carbon to nitrogen ratios to ensure optimum conditions for anaerobic decomposition and the elimination of human/plant pathogens.
Water that comes into contact with any stage of the compost process (ie. Storm water from curing pad) is kept onsite to eliminate impacts, stored in a retention pond, and used back in the process to ensure optimum moisture levels. Odor control is maintained through the use of enzymatic mist, hygiene, and an award winning bio-filter system. The stabilized compost is then tested and stockpiled before being shipped to end users. The end result is high quality compost which can be supplied to customers at a very attractive price.
Management believes that the TCR Total Recycling System dramatically increases the amount of recyclable material recovered while eliminating the need for different collection trucks, specialized equipment and Blue Boxes. With its potential for an 80% diversion away from landfill, the Company's alternative to the costly and ineffective Blue Box program reduces long-term maintenance costs for existing landfill sites. In conventional systems, many recyclable items and organic compostables are lost when the traditional Black Bag goes directly to landfill. The TCR Total Recycling System ensures improperly disposed items are recovered.
Current Trends
Current trends show that stakeholder roles and responsibilities are changing. As government budgets continue to be down-sized, industry is increasingly being expected to contribute solutions through stewardship initiatives. While corporations are re- assessing their waste production and disposal attitudes, they are looking for opportunities to divert waste away from landfill and towards more responsible alternatives. In addition, there is a more informed, concerned and involved public which is also playing a key role in the evolution of the waste management industry.
The most obvious reasons for recycling are the environmental benefits. Using recycled rather than virgin materials uses less energy, emits less pollution and reduces the use of non-renewable resources. Producing compost reduces pollution and provides a capable soil amendment. Land uses have made soil susceptible to processes that diminish its organic content.
A soil's organic content is essential for retaining moisture, aiding water infiltration, retaining carbon, nutrient storage and supply, cation exchange, and structural stability to combat erosion and compaction. Compost from municipal waste has shown to be a capable amendment. Furthermore, compost used on agricultural land has shown to improve crop resistance to disease.
The demand for compost is high, with markets existing in agriculture (mixed into the soil or as a mulch on farms, as a peat substitute in greenhouses), nurseries, landscaping, land reclamation, golf courses, and the gardening industry. A survey conducted by the Composting Council in Canada showed that 70% of respondents either agreed or strongly agreed that compost made from municipal waste is an acceptable product.
The alternatives to landfill, recycling, and composting, is incineration. With incineration, the left-over residue material is classified as hazardous waste and must itself be dumped. At the same time there is increasing public opposition to air pollution associated with incineration. However recent innovations have shown that with high enough temperatures and improved scrubbing, incineration is potentially viable.
Another noticeable trend involves transportation issues. The design of the next generation of waste collection vehicles and systems is being studied carefully. The ability to use on vehicle to collect more than one stream of waste materials simultaneously (i.e., one truck to collect recyclables, organics and garbage) is very attractive and represents considerable savings in fuel, maintenance and other related costs. There are, of course, additional environmental benefits associated with reduce fuel consumption and lower levels of air pollution. Management believes that the TCR Total Recycling System provides municipalities with a foolproof method of meeting government mandates for diverting from landfill by 50%, while converting recyclable solid waste into marketable commodities. Management believes that the system provides a solution to the environmental problems that befall the traditional methods of waste disposal.
Competition
Most competitors either operate a blue box MRF and a centralized compost facility or a wet-dry facility. Those that operate a blue box MRF and centralized compost facility do not have the ability to sort mixed waste. Those companies that operate a wet-dry facility have demonstrated comparable processing volumes with lesser diversion percentages, and cost taxpayers millions. As most competitors have not constructed and/or operated facilities that allow for a totally integrated system, management believes the Company is left with a sales and marketing advantage.
Regulation and Taxation
The Investment Company Act of 1940 classifies as an "investment company" an issuer which (a) is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading securities, or (b) is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 percent of the value of its total assets. While the Company does not intend to engage in such activities, the Company may obtain and hold a minority interest in a number of development stage enterprises. The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company's activities from time to time with a view toward reducing the likelihood the Company could be classified as an "investment company".
The Company intends to structure a merger or acquisition in such manner as to minimize Federal and state tax consequences to the Company and to any target company.
Employees
The Company's only employees at the present time are its officers and directors, who will devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. (See "Item 9").
On December 8, 2000, Bach-Hauser, Inc. entered into a licensing and software agreement with Aegiss International, whereby Bach- Hauser would acquire a license for the technology and certain rights to a software program in exchange for 150,000 shares of its common stock. On February 14, 2001, Aegiss International informed Bach-Hauser of its desire to cancel such agreement. Therefore the shares which were issued pursuant to the agreement were to have been cancelled.
On January 18, 2002, Dr. E. Arlin Torbett resigned as a member of the Board of Directors. The remaining board members have not filled the vacancy created by Dr. Torbett's resignation.
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Received by Edgar Online Apr 17, 2002 |