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Technology Stocks : UREC - URECOATS INTERNATIONAL (formerly WINA) ready now -- Ignore unavailable to you. Want to Upgrade?


To: CIMA who wrote (149)5/21/1999 11:13:00 PM
From: Jim Bishop  Respond to of 199
 
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
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FORWARD LOOKING STATEMENTS

This Form 10-QSB contains certain forward-looking statements. For this
purpose, any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety
of factors.

PLAN OF OPERATION

Urecoats Industries Inc.'s (the "Company") plan of operation for the
next twelve (12) months, through its wholly-owned subsidiary, Urecoats
International, Inc., engaged in the business of acquiring, developing, and
marketing sealant and coating products containing recycled material in their
composition, for use in various industries, such as roofing, constructions,
automotive, shipping, trucking, and pavement. is to complete prototype
development of its spray application system for its "URECOATS 100" roofing
product ("Roofing Product"). The Company has set up a testing, training and
laboratory facility, for various research and development related to the
Company's current sealant products. In October 1997, Urecoats acquired all
right, title and interest in two formulae, including certain technologies for
their manufacture and application. Urecoats is also developing in its new
laboratory facility, an asphalt sealant product incorporating crumb rubber,
for the pavement industry ("Pavement Sealant").

Urecoats also entered into a Consulting Agreement on July 21, 1998,
effective June 1, 1998, with Creative Chemical and Ponswamy Rajalingam, Ph.D.
("Dr. Raja"), the owner and inventor, respectively, of the formulas purchased
by Urecoats International, including certain technologies for their spray
application (collectively referred to as "Raja Agreement"). Dr. Raja is a
chemist dedicated to researching, developing and commercializing products
incorporating recovered raw materials in their composition. The Company also
entered into a Consulting Agreement on January 31, 1999, effective January 1,
1999, with R. Uma Umarani, Ph.D. ("Dr. Umarani"), a chemist, for the research
and development of the Pavement Sealant formula. Dr. Raja and Dr. Umarani are
both expected to become full-time employees of a to be formed wholly-owned
subsidiary, Urecoats Laboratories, Inc., which entity will be responsible for
research and development efforts of the Company.

Page 9

MARKETS AND STRATEGY

The Company focuses on select value-added niche markets in which it can
establish strong market positions and have advantages in product development,
manufacturing and distribution.

The Company has identified the $20 billion Roofing Industry for the
introduction of its first Product. The Company plans to continue
implementation of product development for value-added end-use applications in
higher growth market segments, particularly sealant and coatings which
facilitate recycling and other environmentally useful sealants and coatings.
Management believes the Company's technologies provide it with advantages in
the development of new products and the penetration of new markets.

The Company intends is pursuing additional strategic acquisitions that
will allow it to establish its market position in targeted markets. Management
believes that the high degree of fragmentation in the adhesives, sealants and
coatings industry will continue to provide suitable acquisition candidates.
Potential acquisition candidates will be evaluated based upon the ability of
the Company to: (i) expand its product line; (ii) enhance its product
development capabilities; (iii) market products through new or expanded
distribution channels; and (iv) increase its international presence.

Management believes it has significant opportunities to establish its
products in international markets, to enter developing markets and to
establish new customer relationships. Management also believes it has a
world class "Rubber Sealant Membrane (RSM)" that will enhance, support and
change many industries.

MANUFACTURING, PACKAGING AND DISTRIBUTION

Urecoats has initiated plans to handle initial URECOATS 100 manufacturing,
packaging and distribution through contract manufacturers. These contract
manufacturers will prepare the various components of the product, as specified
by Urecoats, provide for private label packaging and assist with shipping of
product components to Mexico and other countries, for distribution to the
customer. The Company is also considering establishing a subsidiary to handle
its future manufacturing, packaging and distribution needs.

RESEARCH AND DEVELOPMENT

The Company presently conducts research and development activities,
primarily related to products containing recycled materials in their formula
and spray application systems, through outside consultants. As mentioned
above, Urecoats retained Dr. Umarani, to concentrate on research and
development of an Pavement Sealant formula, made for the pavement industry.
The goal of the Pavement Sealant is to develop a sealant with excellent
performance, longer duration and lower cost, as compared to existing asphalt
sealant products in the marketplace today.

The Company expended approximately $235,888 on research and development
of products and spray application systems for the quarter ended March 31, 1999.



To: CIMA who wrote (149)5/21/1999 11:14:00 PM
From: Jim Bishop  Read Replies (1) | Respond to of 199
 
Page 10

PATENTS, TRADEMARKS AND LICENSES

The Company has submitted information on its proprietary formula and
specially designed spray application system, to its intellectual property
legal counsel for review and, in August 1998, the formula became the
subject of a utility patent application filed by the Company with the
United States Patent and Trademark Office ("USPTO"). The prototype spray
application system is still being reviewed at this time.

The Company utilizes URECOATS 100 as a trademark name and is presently
marketing the Roofing Product under that trademark name. Management also
performed trademark research on the name "Rubber Sealant Membrane (RSM)",
which trademark will be used for sales and marketing efforts. Trademark and
servicemark applications are presently being prepared and expected to be
filed with the USPTO during the second quarter of 1999.

The Company is also currently gathering information, collecting data
from various tests, and working closely with its Patent Legal Counsel on
the preparation and expected filing of three additional patent applications,
seeking protection on its prototype spray application systems, for the
"Rubber Sealant Membrane (RSM)" Roofing Product and Pavement Sealant, as
well as the formula of the Pavement Sealant.

YEAR 2000 COMPLIANCE BY THE COMPANY AND OTHERS

Year 2000 compliance concerns the ability of certain computerized
information systems to properly recognize date-sensitive information, such as
invoices for the Company's services, as the year 2000 approaches. Systems
that do not recognize such information could generate erroneous data or cause
systems to fail; this problem may occur as early as calendar year 1999. The
Company has received notifications from its various vendors, suppliers, and
equipment manufacturers, of their Year 2000 compliant systems. The Company
also has updated its computer systems and hardware to be Year 2000 compliant.
However, there still remains a slight risk for the Year 2000 compliance of
those with whom the Company does business, primarily third party payors.

FINANCIAL CONDITIONS

The Company has suffered losses from discontinued operations resulting
in an accumulated (deficit) of $(14,156,915); and recurring losses from
development stage operations of $(4,334,103).

The Company currently does not have the liquidity or capital resources
to fund Urecoats without raising capital either from borrowing or from the
sale of additional shares of stock. In 1999, the Company borrowed
approximately $377,000 for its operations. The Company anticipates raising
further financing through the sale of additional unregistered, restricted
common stock. Management is continuing to negotiate with vendors and various
legal counsel to resolve all claims and judgments from former discontinued
operations.