UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[x] ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to
_____________
Commission file number 000-32711
Universal Ice Blast, Inc.
(Name of small
business issuer in its charter)
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Nevada
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88-0360067
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(State or other
jurisdiction of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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533 6th Street South, Kirkland, WA
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98033
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(Address of
principal executive offices)
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(Zip Code)
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Issuer's telephone
number (425) 893-8424
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 Securities
registered under Section 12(b) of the Exchange Act:
None
(Title of Class)
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 Securities
registered under Section 12(g) of the Exchange Act:
Common Stock $0.001 par value
(Title of Class)
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Check whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the past 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. [X] Yes [ ] No
Check if there is no disclosure
of delinquent filers in response to Item 405 of Regulation S-B is not contained
in this form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Revenues for the issuer’s most
recent fiscal year were $697,178.
The approximate market value of
the voting stock held by nonaffiliates of the registrant as of March 6, 2003
was $4,409,444.
Common Stock outstanding as of March 6, 2003 was 49,050,688
shares
Transitional Small Business Disclosure Format (Check one):
Yes ____; No X
UNIVERSAL ICE BLAST, INC.
FORM 10-KSB
INDEX
PART I
ITEM 1. Description of business.................................................................................................................................
3
ITEM 2. Description of Property.................................................................................................................................. 8
ITEM 3. Legal Proceedings........................................................................................................................................... 8
ITEM 4. Submission of Matters to a Vote of
Security Holders............................................................................... 8
PART II
ITEM 5. Market for Common Equity and Related
Stockholder Matters................................................................ 8
ITEM 6. Management's Discussion and Analysis or
Plan of Operation...............................................................
10
ITEM 7. Financial Statements.......................................................................................................................................
15
ITEM 8. Changes In and Disagreements with
Accountants on Accounting
and Financial Disclosure...............................................................................................................................
35
PART III
ITEM 9. Directors, Executive Officers, Promoters
and Control Persons;
Compliance With Section 16(a) of the Exchange
Act................................................................................
35
ITEM 10. Executive Compensation...............................................................................................................................
36
ITEM 11. Security Ownership of Certain Beneficial
Owners and Management
and Related Stockholder Matters.................................................................................................................
37
ITEM 12. Certain Relationships and Related
Transactions......................................................................................
38
ITEM 13. Exhibits and Reports on Form 8K................................................................................................................
39
ITEM 14. Controls and Procedures................................................................................................................................
40
SIGNATURES.....................................................................................................................................................................
41
CERTIFICATION................................................................................................................................................................
42
PART I
Item 1. Description of
Business.
Universal Ice
Blast, Inc., (“UIBI” or the "Company") is a Nevada corporation
organized in 1995 for the purpose of developing and marketing ice-blasting
equipment for which it holds patents. The Company's office and warehouse
facility is in Kirkland, Washington, a suburb of Seattle. The Company designs,
assembles and sells its equipment as well as providing ice blasting services
and equipment rental. The Company creates environmentally friendly solutions to
industrial cleaning needs.
The Company was
initially engaged in technology and market research and development. Since
1998, the Company has worked with clients to develop tailored products,
applications and cleaning systems to fulfill customers' needs.
Ice Blast Technology
Ice blasting is
a simple process that uses compressed air and ice crystals. Shot through a hose
and directed with a nozzle, a fine, powerful mist is blasted onto a surface,
acting like a chisel to remove debris. Ice blasting is a non-abrasive, cleaning
process that uses ordinary tap water, compressed air and electricity to create
an environmentally friendly, cost effective method to address a variety of
cleaning needs. Ice blasting technology has advantages over other cleaning
processes important to its markets, including:
Superior
cleanliness;
Reliable,
consistent operation;
Low operating
costs;
Minimal waste;
Non-abrasive;
and
Does not
generate dust.
An ice blast
machine is ready for work within seconds of pushing the start button. Ice
particles are produced continuously at a rate of 200 pounds per hour. Using a
two hose system, ice particles are transported through a low pressure hose to
the blasting nozzle where a second higher pressure hose delivers up to 200 psi
("pounds per square inch") pressure to accelerate the ice particles
towards the target surface. The solid ice particles displace surface
contaminants through the energy from the impact and through the lateral
deformation of the ice particles.
At the heart of
the ice blast technology is the scrub and flush cleaning that takes place when
the ice crystals impact onto a surface. Ice crystals deform to scrub on impact,
and after impact melt into water to flush away debris. Thus, ice blasting has a
scrubbing component that water blasting lacks and it uses significantly less
water than water blasting, which results in less waste to be contained. Ice
blasting creates no dust and utilizes no abrasives in the process, and is
accordingly more gentle and cleaner than sand blasting. Known competitive
disadvantages of ice blasting over other methods are that it is less abrasive
than sand blasting, steel shot, walnut shells, and corn. Ice blasting will not
remove deep rust or hard metal burrs. Because it is less abrasive, ice blasting
is slower than some of the aforementioned processes.
Using the ice
blasting cleaning process reduces waste as compared to other cleaning
processes. Typical water blasting operations use from 1 to 6 gallons per minute
or 60 to 360 gallons per hour. Ice blasting uses not more than 20 gallons per
hour. Further, upon impact, the ice particles explode, turning approximately
half of its solid mass into vapor and the other half into liquid, thus
resulting in even less wastewater to contain.
UIBI holds three patents
(#5,913,711, #6,001,000, and #6,270,394) two of which were issued in 1999 and
one was issued in 2001. These patents
cover the method and equipment for manufacturing, transport, and continuous
delivery of ice particles to a nozzle to do continuous ice blast cleaning work
on various surfaces. The Company has also received notice that a fourth patent,
#6,536,220, was formally issued on March 25, 2003. The Company also has four patent applications pending which cover
various improvements to the methods and apparatus related to ice blast technology.
Future patent applications are anticipated.
Products and Services
The Company's
cleaning products are designed to operate continuously, three shifts a day,
seven days a week. The Company produces equipment models of a stationary design
for use in manufacturing systems. Base sales prices for stationary models range
from approximately $69,000 to $90,000. Prices for integrated cleaning systems
and stations could sell for up to $700,000 depending on, among other things,
the number of required blast nozzles and sophistication of the application. The
Company also produces equipment models of a more portable design for use on job
sites. Base sales prices for stand-alone, portable models approximate $70,000.
The Company
builds and assembles all of its ice blasting equipment. While some components
have been purchased from primarily one source, MAJA Food Technology, most other
parts and accessories used in assembly are available from multiple sources.
Management of the Company believes that sufficient quantities of raw materials,
parts and components utilized in making ice blasting equipment will continue to
be available. No vendor of the Company is considered as the primary vendor and
all components used in the equipment that the Company assembles can be either
acquired from alternative sources or produced in-house.
In addition to
selling its ice blasting equipment, the Company rents its equipment and also
provides cleaning services when requested by customers. The Company intends to
increase the rental income portion of the business. The Company has provided
ice blasting cleaning services, primarily through its wholly-owned subsidiary,
Midwest Ice Blast, Inc. ("Midwest"). Typically, cleaning contracts
are of short duration and the Company sometimes uses subcontracted labor to
perform the work. The primary focus of the Company is not to provide ice blast
cleaning services, but to develop market niches and sales channel partners into
and through which it can rent, lease or sell equipment.
The Company has
primarily marketed its products and services directly to its customers, and has
also developed indirect sales channels through sales agents and distributors
and with other businesses involved in providing industrial and environmental
cleaning services. The Company has a reciprocal marketing agreement with a
company providing environmentally friendly chemical solutions for coating
removal and cleaning to customers in architectural, industrial, automotive and
marine markets, and agreements with distributors in Holland and Australia. The following table provides a listing of
both domestic and foreign organizations with whom the Company has entered into
distributorship and/or exclusive territory agreements:
|
Organization
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Nature of
Agreement
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Date
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Term
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Heydaal B.V.
dba Ice Blast
Benelux
The Netherlands
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Distributorship covering The Netherlands, Belgium and
Luxemburg
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8/1/2000
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5 years
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Napier Environmental Technologies, Inc.
Delta, BC Canada
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Reciprocal Marketing Agreement allowing for cross
promotion of products
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2/23/2001
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Unlimited
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The
distributorship agreement requires minimum purchases of ice blast equipment
from the Company, which if not met will put the distributor in default of the
agreement and allows the Company to seek other parties to distribute its
products in those areas for which the distributor initially had exclusivity.
However, no new distributor agreements were signed in 2002. The Napier
agreement is subject to cancellation by either party upon 30 days written
notice.
The agreement with Heydaal,
B.V., generated revenues of $70,000 in 2000. The agreement with Napier
Environmental Technologies, Inc. has yet to generate revenue for the Company.
The Company is
the sole worldwide provider of crystalline ice blasting equipment. Management
is unaware of any other companies who are engaged in, developing, or marketing
similar technology.
Markets
The Company directs the current
sales efforts for its cleaning equipment and services in the three markets of
Precision Cleaning, Industrial Cleaning and Environmental Cleaning.
Precision Cleaning is cleaning to a
defined tolerance, typically in a repetitive production setting where quality
controls are closely measured and monitored.
It usually involves removing surface contaminants from cast or machined
mechanical parts, electronic components, or highly purified materials. It can also involve light
"deburring" (removal of "burrs" created by cutting tools on
machined soft metal - aluminum -
parts). Ice blast technology is currently being used to clean and deburr
electric motor armatures, transmission components and gears, engine and other
cast parts for Japanese and American auto manufacturers.
During 2001 the
Company designed, assembled, and delivered a precision gear cleaning ice blast
system under the terms of a purchase order from Ford Motor Company
(“Ford”). The purchase order was for a
price of approximately $341,000 with commitments for additional similar
systems. The machine was installed in
January 2002 and became operational in March 2002. In June 2002, Ford notified the Company that Ford has accepted
and approved the gear-cleaning system as Implementation Ready. Ford paid all
amounts due to the Company under the terms of the initial purchase order. As a result of Ford’s acceptance of the gear
cleaning system, UIBI recognized approximately $341,000 in revenue during the
year ended December 31, 2002. Costs
associated with the system, also recognized during the year ended December 31,
2002, were approximately $344,000 resulting in a loss of approximately
$3,000. Because of the initial design
costs associated with this project, the foregoing results were in line with
management’s expectations. However, the
Company expects that future systems will provide UIBI with margins that will
secure the profitability of the Company in the long term.
In July 2002 the
Company was informed that Ford’s Sharonville, Ohio plant would buy two
additional gear-cleaning systems in 2002. The Company is currently in
discussions with Ford on the status of these purchase orders. In the third quarter of 2002, the gear
cleaning system was required to undergo further operational efficiency testing
before additional equipment would be purchased from the Company. The tests were conducted as a part of Ford’s
Six Sigma quality control process. UIBI
was able to obtain the necessary data to take corrective actions on its
equipment in December 2002 and January 2003.
As of February 2003, these tests produced results that substantially
surpassed Ford’s tolerance requirements.
Industrial Cleaning includes, among
other applications, manufacturing equipment cleaning, maintenance and
refurbishing, glass and fiberglass plant cleaning, and plastic mold and dunnage
cleaning. In addition to the advantages
of reduced waste, superior cleaning, and dustless and chemical-free processes,
ice blasting can reduce or eliminate the use of volatile organic compounds.
Industrial
cleaning applications are not always confined to manufacturing plants. The
Company has also demonstrated the effectiveness of ice blast equipment for the
cleaning of locks and pump stations in the waterways of Holland, which resulted
in an equipment sale to its Netherlands distributor during 2000. In the second quarter of 2002, the Company
shipped an ice blast machine from its rental fleet to its Netherlands
distributor to assist in the development of the European rental market. In February 2003, an additional four rental
machines were shipped to Holland to support a large asbestos abatement job for
Dow Chemical. The Company sees this as
an important investment required in order to satisfy European rental demand.
In March 2002,
the Company was recognized for its technology innovation by the Construction
Innovation Forum and was a finalist for the Forum’s prestigious NOVA Award.
Environmental Cleaning projects utilizing ice blasting have
included lead-based paint abatement and removal, and asbestos abatement and
removal. The Company has invested three years in technology validation efforts
to position its ice blast technology as a new, cost-effective and
environmentally superior process. The Company has proven that the technology is
effective for the removal of lead-based paint from cement and brick buildings,
steel structures inside buildings and from steel overpass bridges.
As a result of
work performed on a lead-based paint abatement pilot project, the Company's ice
blast technology was nominated by the New York State Department of
Transportation (NY DOT) for the 2000 Civil Engineering Research Foundation
Award for Innovation. The pilot project consisted of demonstrating the
effectiveness of ice blast in removing lead-based paint on two New York State
bridges. The Company has been informed that the ice blast technology has still
been specified for nine bridges which the Company understands will be bid upon
in 2003. The Company's only involvement will consist of renting ice blast
equipment to the winning bidder at $2.00 per square foot and resulting revenue
will be dependent upon the bridges selected and the square feet involved.
As a result of
the Residential Lead-Based Paint Hazard Reduction Act of 1992, lead-based paint
abatement is considered to be a potentially significant market opportunity for
the Company. According to the feature article in the August 1998 issue of the
Journal of Protective Coatings and Linings, during the years 1993 through 1996,
approximately $1 billion was spent on lead-based paint abatement of various
U.S. Department of Transportation ("DOT") bridges, at an average cost
of $250,000 per bridge, and future DOT spending for lead-based paint abatement
is projected to be over $40 billion. Additional opportunities exist for wall
and ceiling surface cleaning in HUD Housing for removal of lead-based paint
contamination. Other lead-based paint markets such as commercial and industrial
buildings, schools and universities, municipal and state buildings also exist
and represent other potential sale and rental opportunities.
Nuclear
decontamination is a segment of the environmental industry that is taking on
added importance for UIBI. The Company
built and delivered two special purpose ice blast machines in the last half of
2002 to customers with nuclear decontamination operations, Bruce Power LP and
Ontario Power Generation, Inc.
Management considers this to be a significant and growing market.
While the
Environmental Cleaning market continues to be considered important, the Company
has focused most of its recent efforts in the Precision Cleaning market.
The following
table reflects revenues derived from each of the three market segments
described above including the percentage of the total for the years ending
December 31, 2002, and 2001.
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2002
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2001
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Market Segment
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Revenues
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Percentage
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Revenues
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Percentage
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Precision Cleaning
|
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$ 392,943
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56%
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$ 105,396
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36%
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Industrial Cleaning
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81,927
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12%
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107,488
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37%
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Environmental Cleaning
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222,308
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32%
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77,931
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27%
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|
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$ 697,178
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100%
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$ 290,815
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100%
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|
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The revenues and percentage mix
reflected above should not be considered representative of future revenues and
may vary dramatically dependent upon future contracts for ice blasting
machines, rentals and services.
The following table is a listing of
customers who have accounted for 10% or more of total revenues during 2002 and
2001:
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Customer
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2002
|
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2001
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Ford Motor Company
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$ 355,070
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$ 54,700
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Bruce Power L.P.
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$ 89,350
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$ -
|
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Ontario Power Generation, Inc.
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|
$ 87,985
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$ -
|
|
Ice Blast California, Inc.
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$ 34,400
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$
44,500
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Yadzani Enterprises, Inc.
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$ -
|
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$
33,900
|
Competition
Competition for
the Company's products and services comes from high-pressure water blast, dry
ice blast, soda blast, sand, glass bead and other abrasive blasting, manual
labor and chemicals. The Company's ice blast technology has advantages over
other blasting techniques in that no special blasting material must be
purchased and cleaned up. Primary competitive advantages are waste minimization
as compared to other techniques, low airborne contaminants, improved
environmental and worker health compliance, continuous operation reliability
and simple field implementation. Known competitive disadvantages of ice blasting
over other methods are that it is less abrasive than sand blasting, steel shot,
walnut shells, and corn. Ice blasting will not remove deep rust or hard metal
burrs. Because it is less abrasive, ice blasting is slower than some of the
aforementioned processes.
Many or most of
the Company's competitors are larger, more established businesses, which have,
in many cases, long-standing relationships with their customers, substantial
name recognition and greater financial resources. Further, as with most new
technology, ice blasting has an early adopter hurdle to overcome as there is an
inherent resistance to change that provide older methodologies a competitive
advantage.
Government Regulation
While marketing
opportunities are created as a result of numerous governmental and
environmental regulations, the Company has determined that it complies with all
such regulations, as a manufacturer, including OSHA requirements. Where the
Company either sells or leases equipment to contractors in the lead based paint
or asbestos abatement market, such sales or leases of equipment are not subject
to the many regulations that are applicable to the contractors.
Further, the
Company is not aware of any proposed governmental regulations which would
impact or limit the Company's continued sale or lease of its equipment within
the hazardous abatement industry nor are there any known costs and effects of
compliance with existing environmental laws.
Research and Development Expenditures
The Company has
expended approximately $224,000 and $300,000 for research and development
activities during the years ended December 31, 2002 and 2001, respectively.
Costs incurred consist primarily of salaries and related costs, and parts,
materials and supplies directly involved in the research and development of new
technology and are expensed as incurred. There are no material research and
development activities that are borne directly by the Company's customers.
Employees
As of March 6,
2003, the Company had nine employees, all of whom are full-time. None of the
employees have employment agreements and none are represented by a collective
bargaining agreement.
Item 2. Description
of Property.
The Company
leases its facilities and does not own any real property. Since January 2000,
the Company has leased its offices and warehouse facility, which together
approximate 5,000 square feet, in Kirkland, Washington. The facilities were
sub-leased through April 2001 and are now subject to a five-year lease
agreement directly with the property owner providing for monthly rentals of
approximately $4,400 and for the Company to pay operating costs, taxes,
insurance and utilities estimated to be approximately $1,100 per month. The
Company leases no other facilities. Company management believes these leased
facilities are adequate for its reasonable foreseeable needs.
Item 3. Legal
Proceedings.
On October 21,
2002, a lawsuit was brought against Universal Ice Blast, Inc. by Systems
Interface, Inc. (“Systems Interface”) one of its vendors, in the King County,
Washington Superior Court. Systems
Interface sought judgment for amounts payable by the Company for goods and
services the plaintiff provided to the Company in 2001. A judgment was entered against the Company
in the amount of $75,454. UIBI has
entered into an agreement with the plaintiff under which the judgment is to be
paid in monthly installments. So long
as the Company makes payments on the obligation as agreed, Systems Interface
has agreed not to undertake efforts to enforce the judgment.
Certain other
vendors of the Company have threatened to bring legal action for payment of
overdue amounts. Two suits have been filed, both of which were settled
subsequent to December 31, 2002 for the amount of the liability recorded by the
Company at December 31, 2002. The Company is working to resolve all other
issues. All reasonable amounts relating
to these past due and disputed liabilities have been accrued in the Company’s
December 31, 2002 financial statements.
Item 4. Submission of
Matters to a Vote of Security Holders.
No matters were submitted during
the fourth quarter of 2002 to a vote of the Company’s shareholders.
PART II
Item 5. Market for
Common Equity and Related Stockholder Matters.
(a) Market information. The Company's
Common Stock (ticker symbol "UIBI") were reported by the NASD
Over-the-Counter Bulletin Board ("OTC/BB") from January 1998 until
May 2000, when its shares were no longer reported due to the Company not being
in compliance with the NASD's new eligibility rule. The new rule, as amended,
requires companies to maintain full-reporting status with the Securities and
Exchange Commission. From May 2000 to September 2001, the Company's Common
Stock was reported on the National Quotation Bureau's electronic pink sheets.
Since September 2001 the Company’s Common Stock has once again been listed on
the OTC/BB.
The following
table presents the high and low sales information of the Company's Common Stock
as reported on the electronic pink sheets prior to September 2001 and on the
electronic bulletin board thereafter.
|
Quarter ended
|
High
|
Low
|
|
March 31, 2001............................................................................................ .
|
$0.23
|
$0.07
|
|
June 30, 2001................................................................................................ .
|
$0.26
|
$0.18
|
|
September 30, 2001..................................................................................... .
|
$0.51
|
$0.13
|
|
December 31, 2001...................................................................................... .
|
$0.45
|
$0.19
|
|
March 31, 2002............................................................................................ .
|
$0.35
|
$0.14
|
|
June 30, 2002................................................................................................ .
|
$0.25
|
$0.14
|
|
September 30, 2002..................................................................................... .
|
$0.28
|
$0.09
|
|
December 31, 2002...................................................................................... .
|
$0.23
|
$0.11
|
(b) Holders. At December 31, 2002, there
were approximately 270 holders of record of the Company's Common Stock.
(c) Dividends. The Company has never
paid dividends on its Common Stock in the past and currently does not
anticipate paying any dividends on its Common Stock in the foreseeable future,
but rather, intends to reinvest earnings, if any, in its business.
(d) Recent Sales of Unregistered Securities
2000
Transactions--
Pursuant to
Regulation S, Rule 901 of the Securities Act, the Company issued 2,357,750
shares of its Common Stock for a total of $388,163 in cash to 30 investors, all
of whom were non-US citizens residing outside of the US.
Under Section
4(2) of the Securities Act, the Company issued 664,000 shares of its Common
Stock for a total of $99,600 in cash to 12 investors, all of whom were
accredited investors and/or prior shareholders of the Company.
Under Section
4(2) of the Securities Act, the Company issued 509,160 shares of its Common
Stock for services rendered and having a fair market value in the amount of
$74,135 to 12 investors. These services consisted of assisting with investor
relations, raising the Corporate profile, Advisory Board consultation, employee
severance packages, inducement for equipment leasing, and manufacturing work
performed for European clients.
Under Section
4(2) of the Securities Act, the Company issued 293,334 shares of its Common
Stock in retirement of indebtedness having a fair market value in the aggregate
amount of $42,000 to 3 investors. The retired indebtedness originally arose in
the ordinary course of business.
2001
Transactions--
Pursuant to
Regulation S, Rule 901 of the Securities Act, the Company issued 1,399,666
shares of its Common Stock for a total of $219,000 in cash to four investors,
all of whom were non-US citizens residing outside of the US.
Under Section
4(2) of the Securities Act, the Company issued 2,771,835 shares of its Common
Stock for a total of $436,950 in cash to 28 investors, all of whom were
accredited investors and/or prior shareholders of the Company.
Under Section
4(2) of the Securities Act, the Company issued 7,850,000 shares of its Common
Stock to officers and employees in exchange for cash of $950, reduction of
advances from officers of $6,900 and full recourse, collateralized loans of
$1,169,650. The loans bear interest at
the rate of 6.5% and are collateralized by a pledge of the shares of the
Company’s Common Stock issued to the officers and employees.
Under Section
4(2) of the Securities Act, the Company issued 246,260 shares of its Common
Stock for services rendered and having a fair market value in the amount of
$44,280 to 3 investors. These services consisted of technical consulting, assistance
with investor relations and manufacturing work.
2002
Transactions--
Pursuant to
Regulation S, Rule 901 of the Securities Act, the Company issued 2,580,500
shares of its Common Stock for a total of $265,701 in cash to 35 investors, all
of whom were non-US citizens residing outside of the US.
Under Section
4(2) of the Securities Act, the Company issued 2,110,666 shares of its Common
Stock for a total of $246,994 in cash to 20 investors, all of whom were
accredited investors and/or prior shareholders of the Company.
Under Section
4(2) of the Securities Act, the Company issued 6,160,437 shares of its Common
Stock for services rendered and having a fair market value in the amount of
$892,914 to 28 investors. These services consisted of technical consulting,
assistance with investor relations and manufacturing work.
Under Section
4(2) of the Securities Act, the Company issued 344,381 shares of its Common
Stock to two lenders in exchange for conversion of notes payable of $35,000 and
accrued interest of $2,771.
(e) Securities Authorized For Issuance Under
Equity Compensation Plans The table
containing the Equity Compensation Plan Information is included in Item 11 of
this Form 10-KSB.
Item 6. Management’s
Discussion and Analysis or Plan of Operation.
Cautionary Statement--Certain forward-looking statements contained
herein regarding the Company's business and prospects are based upon numerous
assumptions about future conditions, which may ultimately prove to be
inaccurate and actual events, and results may materially differ from
anticipated results described in such statements. The Company's ability to
achieve such results is subject to certain risks and uncertainties, such as the
impact of competition and pricing, chan