To: Sheldon Fast who wrote (5808 ) 10/11/1999 10:07:00 PM From: Sheldon Fast Read Replies (7) | Respond to of 6467
continued..... - 17 - Thermo Master? Mark III plants on a 50/50 joint venture basis with unrelated parties. There is a risk that the Company may have to reduce its equity participation to achieve new plants. Variations in Tipping Fee. Although the Company takes measures to ensure the viability of all new Thermo Master? plants, including securing put and pay contracts or letters of intent, there is no assurance that tipping fees for the disposal of raw organic waste will remain constant or increase. Reduced tipping fees may impact on the decision of the Company to proceed with contemplated Thermo Master? Mark III plants. International Risks. The Company?s primary business operations are in Canada and the Company has plans to construct Thermo Master? Mark III plants in the United States. Changes in the free trade agreement between Canada and the United States may impact on the ability of the Company to expand as rapidly as projected in the United States. Fluctuations in the currency exchange rate for the Canadian dollar and the U.S. dollar may impact on the financial position of the Company. Effect of Outstanding Options, Warrants and Series One Convertible Class A Stock. The Company has outstanding warrants, options and Series One Convertible Class A Stock. Although some of these options and warrants are exercisable at prices which may exceed the currently prevailing market prices of the Company?s Common Stock, their existence could potentially limit the scope of increases in the market value of the Company?s Common Stock which might otherwise be realized. The terms on which the Company may obtain additional financing during the respective terms of these outstanding stock options and warrants may be adversely affected by their existence. The holders of such stock options and warrants may exercise such securities, as the case may be, at times when the Company might be able to obtain additional capital through one or more new offerings of securities or other forms of financing on terms more favorable than those provided by such stock options or warrants. Absence of Dividends. The Company has never paid any cash dividends on its Common Stock and no cash dividends are expected to be paid on the Common Stock in the foreseeable future. The Company anticipates that for the foreseeable future all of its cash resources and earnings, if any, will be retained for the operation and expansion of the Company?s business. Year 2000 The Year 2000 Issue arises because many computerized systems use two digits rather than four digits to identify a year. Date-sensitive information may recognize the year 2000 as 1900 or some other date, resulting in errors when information using the year 2000 is processed. In addition, similar problems may arise in some systems that use certain dates in 1999 to represent something other than a date. Systems that do not properly recognize such information could generate erroneous data or fail. The Company believes that the Year 2000 Issue will not pose significant operational problems for the Company?s computer systems; however, the Company?s has not yet completed its assessment of all of its systems, or the computer systems of suppliers and other third parties with which it deals. While it is not possible at this time to assess the effect of a third party?s inability to adequately address Year 2000 Issues, the Company does not believe the potential problems associated with year 2000 will have a material effect on its financial results. - 18 - PART II OTHER INFORMATION Item 1. Legal Proceedings Various lawsuits have been filed against the Company for incidents which arose in the ordinary course of business. In the opinion of management, the outcome of these actions is not determinable, but would not be material to operations. Should any loss result from the resolution of these claims, such loss will be charged to operations in the year of resolution. Item 2. Changes in Securities
None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None.