EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                        CONSOLIDATED FINANCIAL STATEMENTS

                         (Expressed in Canadian Dollars)

                  YEARS ENDED NOVEMBER 30, 1999, 1998, and 1997


<PAGE>


                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

                         (Expressed in Canadian Dollars)

                  YEARS ENDED NOVEMBER 30, 1999, 1998, and 1997


AUDITORS' REPORT AND COMMENTS BY AUDITORS
FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

CONSOLIDATED BALANCE SHEETS ...................................     Exhibit A

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE ......................     Exhibit B

CONSOLIDATED STATEMENTS OF CASH FLOWS .........................     Exhibit C

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ...............     Exhibit D

CONSOLIDATED SCHEDULES OF ADMINISTRATION COSTS ................     Schedule I

CONSOLIDATED SCHEDULES OF DEFERRED LANDFILL PROJECT COSTS .....     Schedule II

CONSOLIDATED SCHEDULES OF DEFERRED POWER PROJECT COSTS ........     Schedule III

CONSOLIDATED SCHEDULES OF DEFERRED EXPLORATION
EXPENDITURES...................................................      Schedule IV

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


<PAGE>

                            JONES RICHARDS & COMPANY

                                       Jack W. Lozorett     Deborah E. Graystone

                                       Keon J. Kwan         Jindra Casperson




                                AUDITORS' REPORT

               To the Shareholders of Earthworks Industries Inc.
                      (a Company in the development stage)

We have audited the consolidated balance sheets of Earthworks Industries Inc. as
at November  30, 1999 and  November 30, 1998,  the  consolidated  statements  of
operations  and  deficit   accumulated   during  the  development   stage,   the
consolidated   statements  of  cash  flows,  the   consolidated   statements  of
shareholders'  equity,  the  consolidated  schedules  of  administration  costs,
deferred  landfill  project  costs,  deferred  power  project costs and deferred
exploration  expenditures  for the years ended  November 30, 1999,  November 30,
1998, and November 30, 1997.  These  consolidated  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance whether the consolidated  financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by management,  as well as evaluating  the overall  consolidated
financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at November 30, 1999
and November 30, 1998,  and the results of its operations and its cash flows for
the years ended November 30, 1999,  November 30, 1998, and November 30, 1997, in
accordance with generally  accepted  accounting  principles.  As required by the
Company Act of the Province of British Columbia, we report that, in our opinion,
these principles have been applied on a consistent basis.

                                        /s/ Jones Richards & Company
                                        -------------------------------
                                        CERTIFIED GENERAL ACCOUNTANTS

Vancouver, British Columbia.
March 23, 2000

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA - U.S. REPORTING CONFLICT

In the United States,  reporting  standards for auditors require the addition of
an explanatory paragraph (following the opinion paragraph) when the consolidated
financial  statements  are  affected by  significant  uncertainties,  related to
continuing  operations,  such as those referred to in the attached  consolidated
balance  sheets as to November 30, 1999 and November 30, 1998,  and as described
in  Note  1  to  the  consolidated  financial  statements.  Our  report  to  the
shareholders  dated March 23, 2000 is  expressed  in  accordance  with  Canadian
reporting standards which do not permit a reference to such uncertainties in the
auditors'  report  when  the  uncertainties  are  adequately  disclosed  in  the
consolidated financial statements.

                                        /s/ Jones Richards & Company
                                        -------------------------------
                                        CERTIFIED GENERAL ACCOUNTANTS

Vancouver, British Columbia.
March 23, 2000



600-509 Richards Street, Vancouver B.C. V68 2Z6
Tel: 604.688.1910  Fax: 682.2368  Web: www.jonesrichards.com
<PAGE>



<TABLE>

<CAPTION>

                                    Exhibit A

                             EARTHWORKS INDUSTRIES INC.

                        (A Company in the Development Stage)

                             CONSOLIDATED BALANCE SHEETS

                           (Expressed in Canadian Dollars)

                                     ASSETS
<S>                                                            <C>            <C>
Current Assets

      Cash .................................................   $     1,620    $       552
      Cash in trust ........................................         6,989          5,010
      Accounts receivable ..................................        12,408         13,572
      Due from related parties .............................          --              216
      Prepaid expenses .....................................         4,305            672
      Share subscription receivable (Note 12e) .............         6,000         87,630
                                                               -----------    -----------
                                                                    31,322        107,652

Capital Assets (Notes 2e and 4) ............................         4,491          5,912
Cortina Landfill Project (Notes 2b and 5) ..................     2,252,189      1,894,915

Other Assets:
      Incorporation costs ..................................           700            700
      Royalty and Marketing Agreement (Notes 2d and 6) .....        30,000         32,000
      Deposits .............................................         1,679          1,679
                                                               -----------    -----------
                                                               $ 2,320,381    $ 2,042,858
                                                               ===========    ===========

                                   LIABILITIES

Current Liabilities

      Accounts payable and accrued liabilities .............   $   215,769    $   288,290
      Due to related parties ...............................        24,553         21,000
                                                               -----------    -----------
                                                                   240,322        309,290

Convertible Loan Payable (Note 7) ..........................       604,243        499,482

Long-Term Account Payable (Note 8) .........................       378,508        298,756

Private Placement Advances (Note 12a) ......................       136,949           --
                                                               -----------    -----------
                                                                 1,360,022      1,107,528
                                                               -----------    -----------

                                SHAREHOLDERS' EQUITY

Share Capital (Note 9)
      Authorized: 20,000,000 common shares without par value
      Issued and outstanding:
           7,062,091 common shares - 1999 ..................     5,279,516           --
           6,246,640 common shares - 1998 ..................          --        4,986,546
Deficit Accumulated During the Development Stage ...........    (4,319,157)    (4,051,216)
                                                               -----------    -----------
                                                                   960,359        935,330
                                                               -----------    -----------
                                                               $ 2,320,381    $ 2,042,858
                                                               ===========    ===========



Approved on Behalf of the Board:

/s/ David Atkinson                          /s/ Deidre Lydon
   -------------------------------             --------------------------------
   Director                                     Director


The accompanying notes are an integralpart of these financial statements.

<PAGE>


<CAPTION>


                                    Exhibit B

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                    ACCUMULATED DURING THE DEVELOPMENT STAGE

                         (Expressed in Canadian Dollars)




                                                               Inception to             Year Ended November 30,
                                                               November 30,   -----------------------------------------
                                                                   1999           1999           1998           1997
                                                               -----------    -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>            <C>
TOTAL ADMINISTRATION COSTS
  INCURRED DURING THE YEAR (Schedule I) ....................   $ 3,336,171    $   342,908    $   357,801    $   343,765

OTHER ITEMS:
     Royalty revenue, net of amortized Royalty and .........       (98,275)       (32,803)       (27,421)       (21,058)
       Marketing Agreement cost ($2,000)
     Consulting revenue ....................................       (46,000)          --             --             --
     Gain on debt settlement ...............................       (14,520)          --           (7,645)          --
     Interest and miscellaneous income .....................       (10,833)        (8,206)            (5)        (1,510)
     Gain on sale of capital assets ........................        (8,723)          --             --             --
     Bad debts (recovery) ..................................         6,846           --            8,161         (1,315)
     Write-off of investment in Bewilder Games .............         7,750           --             --             --
     Loss (Gain) on conversion of foreign currencies .......        55,310        (38,458)        51,097         35,430
     Write-off advances regarding Cortina Project ..........        60,000           --             --             --
     Loss on write-off of investments ......................        63,300           --             --             --
     Landfill project feasibility costs ....................       233,925           --           88,434         92,786
     Write-down and write-off of deferred CPC ..............       288,616           --                1        288,615
       Cascade Power Project costs

     Write-off of capitalized costs related to the .........       376,927           --             --             --
       abandoned mineral properties
                                                               -----------    -----------    -----------    -----------
LOSS BEFORE DISCONTINUED OPERATIONS ........................     4,250,494        263,441        470,423        736,713

Loss from discontinued operations (Note 3b) ................        12,269           --            6,315          5,954

Loss on disposal of CPC Cascade Power Corporation (Note 3b).         3,126           --            3,126           --

NET LOSS FOR THE YEAR ......................................   $ 4,265,889    $   263,441    $   479,864    $   742,667
                                                               ===========    ===========    ===========    ===========

Basic Loss per Share .......................................   $      --      $     (0.04)   $     (0.88)   $     (0.15)
                                                               ===========    ===========    ===========    ===========
Weighted Average Shares Outstanding ........................          --        6,841,823      5,693,752      4,796,206
                                                               ===========    ===========    ===========    ===========
Increase in Deficit ........................................   $(4,265,889)   $  (263,441)   $  (479,864)   $  (742,667)
Deficit at Beginning of Year ...............................          --       (4,051,216)    (3,571,352)    (2,828,685)
Share Issue Costs ..........................................       (53,268)        (4,500)          --             --
                                                               -----------    -----------    -----------    -----------
                                                               $(4,319,157)   $(4,319,157)   $(4,051,216)   $(3,571,352)
                                                               ===========    ===========    ===========    ===========


The accompanying notes are an integralpart of these financial statements.

<PAGE>



<CAPTION>

                                    Exhibit C

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         (Expressed in Canadian Dollars)

                                                         Inception to             Year Ended November 30,
                                                         November 30,   -----------------------------------------
                                                             1999           1999           1998           1997
                                                         -----------    -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>            <C>
 OPERATING ACTIVITIES:
     Net loss  for the year ..........................   $(4,265,889)   $  (263,441)   $  (479,864)   $  (742,667)
     Adjustments:
       Amortization ..................................        27,520          1,421          1,862          3,434
       Amortized royalty and marketing agreement cost         10,000          2,000          2,000          2,000
       Gain on sale of capital assets ................        (8,723)          --             --             --
       Write-off of investment in Bewilder Games .....         7,750           --             --             --
       Loss (gain) on conversion of foreign currencies        55,310        (38,458)        51,097         35,430
       Loss on write-off of investments ..............        63,300           --             --             --
       Write-down and write-off of deferred CPC ......       288,616           --                1        288,615
        Cascade Power Project costs

       Write-off of costs related to abandoned mineral       376,927           --             --             --
        properties

       Loss on disposal of CPC Cascade Power .........         3,098           --            3,098           --
        Corporation
       Interest on convertible loan payable ..........       299,531         81,781        113,710         56,116
                                                         -----------    -----------    -----------    -----------
                                                          (3,142,560)      (216,697)      (308,096)      (357,072)

Increase (Decrease) in non-cash working capital items      1,470,686        113,629        352,462         (4,034)
                                                         -----------    -----------    -----------    -----------
                                                          (1,671,874)      (103,068)        44,366       (361,106)
                                                         -----------    -----------    -----------    -----------
FINANCING ACTIVITIES:
     Issue of share capital for cash .................     3,738,171        185,250        164,251        162,800
     Proceeds on sale of mineral property for cash ...        20,000           --             --             --
     Proceeds on sale of capital assets ..............        30,000           --             --             --
     Disposal of CPC Cascade Power Corporation .......           (75)          --              (75)          --
     Private placement advances ......................       136,949        136,949           --          282,060
     Convertible loan payable ........................       304,712         22,980        (15,588)        15,588
     Long term account payable .......................       311,235         42,867        102,895           --

                                                           4,540,992        388,046        251,483        460,448
                                                         -----------    -----------    -----------    -----------
 INVESTING ACTIVITIES:
     Acquisition cost of mineral properties ..........      (133,000)          --             --             --
     Deferred exploration and development costs ......       (88,927)          --             --             --
     Investment in Bewilder Games Inc. ...............        (7,750)          --             --             --
     Acquisition cost of capital assets ..............       (56,311)          --             (336)        (2,138)
     Incorporation costs .............................          (700)          --             --             --
     Investment in ESM Management (Canada) Ltd. ......       (43,300)          --             --             --
     Investment in Cortina Project ...................       (34,210)          --             --             --
     Cortina Landfill Project deferred costs .........    (2,150,706)      (320,389)      (263,715)       (53,261)
     CPC Cascade Power Project deferred costs ........      (288,616)          --             --             --
     Deposits ........................................        (1,679)          --             --            9,460
                                                         -----------    -----------    -----------    -----------
                                                          (2,805,199)      (320,389)      (264,051)       (45,939)
                                                         -----------    -----------    -----------    -----------
Gain (Loss) on conversion of foreign currencies ......       (55,310)        38,458        (51,097)       (35,430)
                                                         -----------    -----------    -----------    -----------
 Increase (Decrease) in Cash .........................         8,609          3,047        (19,299)        17,973
 Cash at Beginning of Year ...........................          --            5,562         24,861          6,888
                                                         -----------    -----------    -----------    -----------
Cash at End of Year ..................................   $     8,609    $     8,609    $     5,562    $    24,861
                                                         ===========    ===========    ===========    ===========



The accompanying notes are an integral part of these financial statements.

<PAGE>



<CAPTION>


                                    Exhibit D

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                         (Expressed in Canadian Dollars)




                                                                   Issued Share Capital                            Total
                                                                 ------------------------         Retained      Shareholders'
                                                                 Number of      Amount            Earnings         Equity
                                                                   Shares       $                (Deficit)      (Deficiency)
                                                                 -----------   -----------      -----------      -----------
<S>                                                              <C>           <C>              <C>              <C>
Balance at November 30, 1996                                       4,706,289   $ 3,986,917      $(2,828,685)     $ 1,158,232
                                                                 -----------   -----------      -----------      -----------
Additions During the Year:
   - Exercise of stock options at $1.40 per share                     57,500        80,500                 -          80,500
   - Exercise of stock options at $0.78 per share                     35,000        27,300                 -          27,300
   - Exercise of share purchase warrants at $1.25 per share           44,000        55,000                 -          55,000
   - Increase in deficit                                                   -             -         (742,667)       (742,667)
                                                                 -----------   -----------      -----------      -----------
                                                                     136,500       162,800         (742,667)       (579,867)
                                                                 -----------   -----------      -----------      -----------
Balance at November 30, 1997                                       4,842,789     4,149,717       (3,571,352)         578,365
                                                                 -----------   -----------      -----------      -----------


Additions During the Year:


  - Private placement financing at $0.60 per unit
    (unit - one share and one warrant), net of
    share issue costs of $66,059                                   1,000,000       533,941                 -         533,941
  - Settlement of debt at $0.75 per share                            403,851       302,888                 -         302,888
  - Increase in deficit                                                   -             -         (479,864)       (479,864)
                                                                 -----------   -----------      -----------      -----------
                                                                   1,403,851       836,829         (479,864)         356,965
                                                                 -----------   -----------      -----------      -----------
Balance at November 30, 1998                                       6,246,640     4,986,546       (4,051,216)         935,330
                                                                 -----------   -----------      -----------      -----------

Additions During the Year:
-   Private placement financing at $0.30 per unit
    (unit - one share and one warrant),
    net of share issue costs of $3,750                               400,000       116,250                 -         116,250
  -   Finders fee at $0.30 per share                                  15,000         4,500                 -           4,500
  -   Settlement of debt at $0.40 per share                          321,500       128,600                 -         128,600
  -   Settlement of debt at $0.75 per share                           75,000        56,250                 -          56,250
  -   Private placement financing at $0.50 per share                 150,000        75,000                 -          75,000
  -   Cancel shares previously issued at $0.60 per share            (146,049)      (87,630)                -         (87,630)
  -   Share issue costs                                                   -             -             (4,500)         (4,500)
  -   Increase in deficit                                                 -             -           (263,441)       (263,441)
                                                                 -----------   -----------      -----------      -----------
                                                                     815,451       292,970          (267,941)         25,029
                                                                 -----------   -----------      -----------      -----------
Balance at November 30, 1999                                       7,062,091   $ 5,279,516      $ (4,319,157)    $   960,359
                                                                 ===========   ===========      ============     ===========

The accompanying notes are an integral part of these financial statements.
<PAGE>


<CAPTION>


                                   Schedule I

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                 CONSOLIDATED SCHEDULES OF ADMINISTRATION COSTS

                         (Expressed in Canadian Dollars)





                                      Inception to       Year Ended November 30,
                                      November 30, ------------------------------------
                                          1999        1999        1998          1997
                                      ----------   ----------   ----------   ----------
<S>                                   <C>          <C>          <C>          <C>
    Amortization ..................   $   26,287   $    1,421   $    1,862   $    2,201
    Bad debts .....................      281,515         --           --           --
    Bank charges and interest .....      335,688       92,068       65,703       97,035
    Consulting ....................      831,991       55,010       85,554       71,000
    Insurance .....................       12,349        1,788        1,788        1,788
    Licenses, taxes and fees ......        9,224        1,208        1,179        1,117
    Management fees ...............      498,466       68,948       68,843       36,000
    Office and administration .....      159,651        8,938       10,299       10,208
    Printing and graphics .........       39,055        1,287        1,426        1,410
    Professional fees .............      557,349       48,212       40,253       42,792
    Promotion .....................       44,792          504          810        1,859
    Rent ..........................      194,808       34,619       46,780       33,828
    Stock exchange fees ...........       69,567        5,080        5,208        6,040
    Telephone .....................      116,216       13,513       14,930       26,766
    Transfer agent ................       65,351        6,569        4,801        6,351
    Travel ........................       93,862        3,743        8,365        5,370
                                      ----------   ----------   ----------   ----------
TOTAL ADMINISTRATION COSTS INCURRED
    DURING THE YEAR ...............   $3,336,171   $  342,908   $  357,801   $  343,765
                                      ==========   ==========   ==========   ==========

The accompanying notes are an integral part of these financial statements.
<PAGE>


<CAPTION>


                                   Schedule II

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

            CONSOLIDATED SCHEDULES OF DEFERRED LANDFILL PROJECT COSTS

                         (Expressed in Canadian Dollars)





                                        Inception to           Year Ended November 30,
                                        November 30,    ---------------------------------------
                                           1999           1999          1998          1997
                                         ----------     ----------    ----------     ----------
<S>                                     <C>            <C>           <C>            <C>
Deferred Landfill Project Costs:
    Consulting ......................    $  745,795     $  164,625    $  232,139     $   94,658
    Drilling ........................       220,765           --            --             --
    Environmental study .............        39,071           --            --             --
    Geologist .......................       187,456           --            --             --
    Legal ...........................       252,967         46,742        39,913            854
    Mapping and surveys .............        14,191           --            --             --
    Marketing study .................       101,297           --            --             --
    Project engineering .............       720,920         96,928       100,365         87,445
    Public relations ................        76,148         41,628          --              197
    Seismic logistics ...............        21,731           --            --             --
    Travel ..........................        71,563          7,351        10,120          7,774
                                         ----------     ----------    ----------     ----------
Total costs incurred during the year      2,451,904        357,274       382,537        190,928

Balance of costs at beginning of year          --        1,860,705     1,566,602      1,468,460

Landfill project feasibility costs ..      (233,925)          --         (88,434)       (92,786)
                                         ----------     ----------    ----------     ----------
Balance of costs at end of year .....    $2,217,979     $2,217,979    $1,860,705     $1,566,602
                                         ==========     ==========    ==========     ==========

The accompanying notes are an integral part of these financial statements.
<PAGE>


<CAPTION>


                                  Schedule III

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

             CONSOLIDATED SCHEDULES OF DEFERRED POWER PROJECT COSTS

                         (Expressed in Canadian Dollars)



                                        Inception to           Year Ended November 30,
                                        November 30,    ---------------------------------------
                                           1999           1999          1998          1997
                                         ----------     ----------    ----------     ----------
<S>                                     <C>             <C>           <C>            <C>
Deferred Power Project Costs:
    Consulting ......................   $ 202,500        $    --      $    --        $      --
    Staking costs ...................       2,437             --           --               --
    Travel ..........................       1,911             --           --               --
                                         ----------     ----------    ----------     ----------
Total costs incurred during the year      206,848             --           --               --
Expense recovery ....................      (3,232)            --           --               --
Cost of feasibility studies acquired       85,000             --           --               --
Balance of costs at beginning of year        --               --              1        288,616
Write-down of costs .................    (288,616)            --             (1)      (288,615)
                                         ----------     ----------    ----------     ----------
Balance of costs at end of year .....    $   --         $     --      $    --        $       1
                                         ==========     ==========    ==========     ==========



The accompanying notes are an integral part of these financial statements.

<PAGE>

<CAPTION>



                                   Schedule IV

                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

           CONSOLIDATED SCHEDULES OF DEFERRED EXPLORATION EXPENDITURES

                         (Expressed in Canadian Dollars)




                                                                                             Year Ended
                                                  Inception to           Year Ended November 30,
                                                  November 30,    ---------------------------------------
                                                     1999            1999          1998           1997
                                                  ----------      ----------    ----------     ----------
<S>                                               <C>             <C>           <C>            <C>
Deferred Exploration Expenditures:
    Accommodation and meals ...................   $    393       $      --      $     --       $     --
    Assays ....................................      4,817              --            --             --
    Drafting ..................................        525              --            --             --
    Engineer and supervision ..................     11,810              --            --             --
    Equipment rental ..........................      2,910              --            --             --
    Geologist and staking costs ...............     11,419              --            --             --
    Gridlines and sampling ....................     13,500              --            --             --
    Labour ....................................      1,608              --            --             --
    Magnetometer survey .......................      3,800              --            --             --
    Recording fees ............................      3,986              --            --             --
    Supplies ..................................        521              --            --             --
    Travel ....................................        138              --            --             --
    Trenching .................................     33,500              --            --             --
                                                  ----------      ----------    ----------     ----------
Total costs incurred during the year ..........     88,927              --            --             --
Balance at beginning of year ..................       --                --            --             --
Write-off of costs related to abandoned mineral    (88,927)             --            --             --
      properties
                                                  ----------      ----------    ----------     ----------
Balance at end of year ........................   $   --         $      --      $     --        $    --
                                                  ==========     ===========    ==========     ==========

The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>



                           EARTHWORKS INDUSTRIES INC.

                      (A Company in the Development Stage)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 1999

                               (NOVEMBER 30, 1998)

 1. OPERATIONS, GOING CONCERN

    Earthworks   Industries   Inc.   (the   "Company")  is  in  the  process  of
    investigating  the  environmental  impact of a landfill  project through its
    wholly-owned  subsidiary,  Cortina  Integrated Waste Management,  Inc. These
    consolidated  financial  statements  have been prepared in  accordance  with
    generally  accepted  accounting  principles  with  the  assumption  that the
    Company will be able to realize its assets and discharge its  liabilities in
    the  normal  course of  business  rather  than  through a process  of forced
    liquidation.  The continued operations of the Company and the recoverability
    of the amount shown for the landfill  project is dependent  upon the ability
    of the Company to  successfully  complete  an  environmental  impact  study,
    obtain  necessary  financing  to complete  the  development  of the landfill
    operation and commence  future  profitable  operations.  The Company had the
    following  deficits and working  capital  deficiencies  as at the  following
    dates:



                                                             Working capital
              Date                     Deficit                (deficiency)
        -----------------           -----------               ------------
        November 30, 1999           $ 4,319,157               $ (209,000)
        November 30, 1998           $ 4,051,216               $ (201,638)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.     Basis of Presentation

       The  consolidated  financial  statements have been prepared in accordance
       with accounting  principles and practices  generally  accepted in Canada,
       and except as disclosed in Note 13 below,  are also in  accordance in all
       material  respects  with those in the United  States.  For United  States
       accounting and reporting purposes, the Company is considered to be in the
       development stage and the accompanying  consolidated financial statements
       are those of an development stage enterprise.

b.     Deferred Costs

       The Company is in the  environmental  impact statement stage with respect
       to its  investment  in a landfill  project  and  accordingly  follows the
       practice of  capitalizing  all costs  related to the project,  until such
       time as the project is put into  commercial  use, sold or  abandoned.  If
       commercial use commences,  the  capitalized  costs will be amortized over
       the projects estimated years of useful life. If the project is abandoned,
       the related capitalized costs will be written-off to deficit.

c.     Values

       The amounts shown for the Cortina  Landfill  Project  represent  costs to
       date and are not intended to reflect present or future values.


<PAGE>




2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

d.     Royalty and Marketing Agreement

       The  Royalty  and  Marketing  Agreement,   described  in  Note  6  below,
       represents  the  right  of  the  Company  to  receive  royalties  from  a
       contaminated  materials remediation process and is valued at the lower of
       cost or estimated  recoverable amount. The related acquisition costs were
       being  amortized on a  straight-line  basis over their  remaining life to
       August 15, 2014.

e.     Capital Assets and Amortization

       Capital  assets  are  carried  at  cost  less  accumulated  amortization.
       Amortization  is  calculated  using the declining  balance  method at the
       following annual rates:


          Computer equipment                           30%

          Equipment and office furniture               20%


f.       Translation of Foreign Currencies

         Foreign  currencies  have been translated into Canadian funds using the
         temporal method, as follows:

         i.       Monetary items,  at the rate of exchange  prevailing as at the
                  consolidated balance sheet date.

         ii.      Non-monetary items, at the historical rate of exchange.

         iii.     Revenue  and costs,  at the period  average  within  which the
                  transaction occurred.

g.       Incentive Stock Option Plan

          The Company has not adopted a formal  incentive stock option plan, but
          has  granted  stock   options  as  described  in  Note  9  below.   No
          compensation  expense is  recognized  when  shares are issued or stock
          options are granted. Any consideration paid by individuals on exercise
          of stock options or purchase of shares is credited to share capital.

h.        Financial Instruments

          The Company's consolidated financial instruments consist of cash, cash
          in trust, accounts receivable, share subscriptions receivable, amounts
          due from and to related  parties  and  accounts  payable  and  accrued
          liabilities.  Unless otherwise noted, it is management's  opinion that
          the  Company is not  exposed to  significant  interest,  currency,  or
          credit risks arising from these  consolidated  financial  instruments.
          The  fair   values  of  these   consolidated   financial   instruments
          approximate their carrying value, unless otherwise noted.

i.        Use of Estimates

          The preparation of consolidated  financial  statements,  in conformity
          with generally accepted accounting principles,  requires the Company's
          management to make estimates and  assumptions  that affect the amounts
          reported in the consolidated financial statements and related notes to
          the consolidated financial statements.  Actual results may differ from
          those estimates.


<PAGE>




3.    CONSOLIDATION OF FINANCIAL STATEMENTS

a.       The consolidated  financial  statements include the accounts of Cortina
         Integrated   Waste   Management,   Inc.,  a   wholly-owned   subsidiary
         incorporated in the State of California on July 20, 1994.

b.       Inaddition,  the comparative consolidated financial statements dated to
         November 30, 1998 include the accounts of CPC Cascade Power Corporation
         ("CPC"), a former wholly-owned  subsidiary incorporated in the Province
         of British  Columbia  on October  15,  1991,  acquired  by the  Company
         effective  October  17,  1994,  for the period to April 16,  1998,  the
         effective date of disposition.

          By an Agreement dated April 16, 1998, the Company  disposed of it 100%
          interest in CPC for  consideration  of being  released and  discharged
          from any claims,  other  obligations  or  liabilities  pursuant to the
          original  Purchase  Agreement  dated  September  27,  1994  (effective
          October  17,  1994).   At  April  16,  1998,  the  effective  date  of
          disposition, the net assets of CPC and the loss on disposition were as
          follows:


             Cash ................................   $   75
             Other current assets ................       28
             Other capital assets ................    3,023
                                                      3,126
             Proceeds on disposition .............     --
             Loss on disposal of CPC .............   $3,126
                                                     ======
The loss from discontinued operations consists of:

             Bank charges ........................   $   38
             Consulting fees .....................    4,500
             Professional fees ...................      196
             Telephone ...........................      121
             Travel ..............................    1,460

                                                     $6,315
                                                     ======


4.    CAPITAL ASSETS


                                                  Accumulate   1999 Net 1998 Net
                                                    Amorti-      Book     Book
                                            Cost    zation      Value    Value
                                          -------   -------   -------   --------
Computer equipment ...................... $16,187   $14,516   $ 1,671   $ 2,387
Equipment and office furniture ..........   8,060     5,240     2,820     3,525
                                          $24,247   $19,756   $ 4,491   $ 5,912




<PAGE>




5.    CORTINA LANDFILL PROJECT

      By a  Memorandum  of Agreement  dated June 13, 1993  (amended and extended
      November 30, 1993,  March 4, 1994, and August 23, 1994), and a Solid Waste
      Management Development Agreement dated March 31, 1995 (amended October 31,
      1995), the Company  completed a feasibility  study for a landfill project,
      negotiated the Business Lease dated October 31, 1995 (described below) and
      is currently in the process of preparing an environmental impact statement
      for its landfill project located on the Cortina Indian Rancheria in Colusa
      County, California. Total consideration consists of:


         - Cash paid to date (US$25,000)..............  $    34,210    $  34,210
         - Deferred project costs incurred
             by the Company...........................    2,217,979    1,860,705

                                                        $ 2,252,189  $ 1,894,915
                                                        ===========  ===========

      By a Business Lease dated October 31, 1995 ("the lease"), with the Cortina
      Band of Wintun Indians of  Sacramento,  California,  the Company  acquired
      lands  located  within the  Cortina  Indian  Rancheria  in Colusa  County,
      California,  for the  purpose  of  developing  and  operating  a  sanitary
      landfill  and a  materials  recovery  facility  for  an  initial  term  of
      twenty-five  (25) years (with a renewal term of an additional  twenty-five
      (25) years), commencing on the date the lease is approved by the Secretary
      of State for the Interior ("the Secretary"), for consideration of:

         (i)      US$10,000  payable  within 21 days of the lease being approved
                  by the Secretary.

         (ii)     US$15,000 per month  commencing the first month  following the
                  month in which commercial production  commences,  with monthly
                  payments  being  indexed  on  an  annual  basis  according  to
                  increases  in the Cost of  Living  Index as  published  by the
                  United States Government.


         (iii)    Fees equal to 3% of gross revenue on the first 150,000  tonnes
                  of waste  received in a fiscal year,  and 5% of gross  revenue
                  for waste in excess of  150,000  tonnes  received  in a fiscal
                  year, to be calculated and paid monthly.

      As  consideration  for entering  into the  Memorandum  of Agreement  dated
      August 23, 1994,  with the Cortina  Indian  Rancheria  ("the  Tribe") with
      regard to the  Cortina  Landfill  Project,  described  above,  the Company
      agrees to pay all the Tribe's reasonable  attorney fees and costs incurred
      by Tribal officials and attorneys in carrying out their  obligations under
      this Agreement.

      This  Agreement  and  the  project  are  subject  to  the  approval  of an
      environmental impact study by the Bureau of Indian Affairs and approval of
      the Business Lease by the Secretary of the Interior of the United States.


<PAGE>




6.    ROYALTY AND MARKETING AGREEMENT

                                                  Accumulate   1999 Net 1998 Net
                                                    Amorti-      Book     Book
                                            Cost    zation      Value    Value
                                          -------   -------   -------   --------

      Capitalized acquisition costs      $ 40,000   $10,000   $30,000   $ 32,000

      By a Memorandum of Understanding  dated August 15, 1994 (amended March 13,
      1995),  (effective  August 1, 1994 through August 15, 2014), with Solucorp
      Industries  Ltd.  ("Solucorp")  and E.S.M.  Industries  (Canada) Inc., the
      Company  acquired  the  right to  receive  royalties  from a  contaminated
      materials  remediation  process totalling Can$1.00 or US$1.00, as the case
      may be, for each tonne of contaminated  material  treated in Canada or the
      United  States using the  remediation  process.  In addition,  the Company
      received the  non-exclusive  right to market the process in Canada and the
      United States with any new Agreements  arising from such marketing efforts
      resulting in an additional royalty of Can$1.00 or US$1.00 as is applicable
      (for a total  royalty  of  Can$2.00  or US) for  each  tonne  of  material
      processed under the new Agreements.

      Total consideration for this Memorandum of Understanding consists of:

         -        The parties  agree to cancel all previous  Agreements  and the
                  Company  cancels its right to recover  $63,000 paid as part of
                  those Agreements.

         -        50,000  shares  of the  Company's  capital  stock  issued at a
                  deemed  price of $0.80 per share to  Solucorp  on  receipt  of
                  regulatory approval of the Agreement (issued).

         -        200,000 shares of the Company's  capital stock is to be issued
                  to  Solucorp,  in  minimum  blocks  of  50,000  shares,  on an
                  earn-out   basis  of  one  (1)  share  for  each  Can$1.00  or
                  equivalent of royalty received.  To date, none of these shares
                  have been issued.

      Twenty-five  percent (25%) of royalty revenue may be applied to reduce the
      Convertible Loan Payable, as described in Note 7 below.

7.    CONVERTIBLE LOAN PAYABLE

                                            Can $                    US $
                                   ---------------------   ---------------------
                                      1999        1998        1999        1998
                                   ---------   ---------   ---------   ---------
       Loan advances.............. $ 304,712   $ 281,732   $ 238,025   $ 208,821
       Accrued interest...........   299,531     217,750     171,770     116,935
                                   ---------   ---------   ---------   ---------
                                   $ 604,243   $ 499,482   $ 409,795   $ 325,756
                                   =========   =========   =========   =========

      The Company  entered into a Convertible  Loan Agreement dated September 5,
      1995  (amended   October  20,  1995),  for  the  provision  of  a  maximum
      US$1,000,000  funding towards the Company's  Cortina  Landfill  Project as
      described  in Note 5 above.  The  convertible  loan,  secured by a General
      Security  Agreement dated October 12, 1995, is due October 20, 2000, bears
      interest  at the rate of 15% per  annum,  compounded  semi-annually,  with
      payment  in US  dollars  limited to 25% of  royalties  received  under the
      Memorandum of  Understanding  described in Note 6 above.  (To date none of
      the  royalties  have been  applied  by the  creditor  to  reduce  the loan
      balance.)  The  obligation to pay interest was to be cancelled if the loan
      was converted as described below.


<PAGE>




7.    CONVERTIBLE LOAN PAYABLE (CONT'D)

      All or a portion  of the  outstanding  principal  amount  could  have been
      converted  into  shares of the  Company or an  ownership  interest  in the
      Landfill Project on the following basis:

         a.       For each amount which was advanced on or before  September 20,
                  1996 (US$208,821),  and which if converted within one (1) year
                  of its payment date,  into shares of the Company at a price of
                  $2.02 per share, and for each year  thereafter,  measured from
                  its payment date,  the  conversion  price would have escalated
                  $0.25 per share.

                  For each amount which was advanced  after  September  26, 1996
                  and if converted  within one (1) year after its payment  date,
                  into shares of the  Company at an amount  equal to the closing
                  price of the Company's shares on the Canadian Venture Exchange
                  one (1) trading  day  immediately  prior to the payment  date.
                  Each year  thereafter,  measured  from the payment  date,  the
                  conversion price would have escalated $0.25 per share.

         b.       Provided  not  less  than  US$400,000  was  loaned,   into  an
                  ownership  interest in the Landfill  Project on the basis of a
                  1% interest for each US$40,000 loaned.

                  Effective  November 10, 1998,  the Company  issued a Notice of
                  Default to the lender for failure to loan or advance  funds to
                  the  Company  on or  before  the  due  dates  required  by the
                  Convertible Loan Agreement,  thereby  terminating the lender's
                  right to advance  further  funds under the existing  Agreement
                  described above.

                  Due to the inability of management to reasonably  estimate the
                  amount and timing of future royalty revenues,  as described in
                  Note 6 above, no estimate of a current portion has been made.

8.    LONG-TERM ACCOUNT PAYABLE

      The Company  entered  into a  Memorandum  of  Understanding  ("MOU")  with
      Pacific Waste Services  Inc.("P.W.S.")  (formerly James A. Wyse, Inc.), of
      San  Ramon,  California,  whereby  P.W.S.  has been  granted  an option to
      acquire a maximum 25% equity interest in the Company's subsidiary, Cortina
      Integrated Waste Management,  Inc. ("Cortina").  The option is exercisable
      upon  Cortina  obtaining a permit to build and operate  facilities  on the
      landfill  site  for  total  consideration  to be  established  at the time
      initial site construction is completed. Under the terms of the MOU, P.W.S.
      agrees to allocate 50% of its direct labour amounts billed to Cortina,  in
      addition to cash advances made to the project on behalf of Cortina, to the
      purchase  of  this  equity  position.   To  November  30,  1999,  $378,508
      (US$256,703)(1998-  $298,756  (US$194,845)) of amounts owing to P.W.S. are
      available  for  the  purchase  of  equity  in  Cortina.  As it  cannot  be
      established  that the  permit  to build  and  operate  a  facility  on the
      landfill site will be received  within the next fiscal year,  this portion
      of amounts owing to P.W.S. has been classified as a long-term liability.


<PAGE>




9.    SHARE CAPITAL

      The authorized  share capital of the Company is 20,000,000  shares without
      par value. The Company has issued shares of its capital stock as follows:

<TABLE>

                                                                                       Number of           Amount
                     Fiscal Period                         Consideration                 Shares           $
----------------------------------------------     -----------------------------       -----------       ----------
<S>                                                <C>                                 <C>               <C>
       1984                                        Cash                                    493,850        $  88,940
       1984                                        Cash (escrow)                           750,000            7,500
                                                                                       -----------       ----------
       Balance Dec. 31, 1984 and Nov. 30, 1985                                           1,243,850           96,440
       1986                                        Cash                                    485,500          133,925
                                                                                       -----------       ----------
       Balance November 30, 1986                                                         1,729,350          230,365
       1987                                        Cash                                    226,500          103,455
       1987                                        Mineral Property                        200,000          140,000
                                                                                       -----------       ----------
       Balance November 30, 1987                                                         2,155,850          473,820
       1988                                        Cash                                    706,000          134,200
       1988                                        Mineral Property                        100,000           17,000
                                                                                       -----------       ----------
       Balance November 30, 1988                                                         2,961,850          625,020
       1989                                        Cash                                    621,000          101,650
                                                                                       -----------       ----------
       Balance November 30, 1989                                                         3,582,850          726,670
                                                                                       -----------       ----------
       1990                                        Share Consolidation 2.5:1             1,433,140                -
                                                                                       -----------       ----------
       Balance November 30, 1990                                                         1,433,140          726,670
       1991                                        Cash                                  1,458,767          229,600
       1991                                        Cash (escrow)                           309,375            7,734
       1991                                        Debt                                    237,334           48,915
       1991                                        Mineral Property                        100,000           18,000
       1991                                        Agency Fee                              100,000           18,000
                                                                                       -----------       ----------
       Balance November 30, 1991                                                         3,638,616        1,048,919
       1992                                        Cash                                  1,113,340          282,770
       1992                                        Subscriptions Receivable                829,280          233,873
       1992                                        Equipment Lease                         100,000           20,000
                                                                                       -----------       ----------
       Balance November 30, 1992                                                         5,681,236        1,585,562
                                                                                       -----------       ----------
       1993                                        Share Consolidation 5:1               1,136,247                -
       1993                                        Cash                                     96,500           85,015
                                                                                       -----------       ----------
       Balance November 30, 1993                                                         1,232,747        1,670,577
       1994                                        Cash                                  1,219,000          340,150
       1994                                        Debt                                    330,340          127,745
       1994                                        Finders Fee                             115,000           31,050
                                                                                       -----------       ----------
       Balance November 30, 1994                                                         2,897,087        2,169,522
       1995                                        Cash                                    717,400          674,865
       1995                                        Cash (escrow)                           253,125           12,656
       1995                                        Debt                                     97,327          107,060
       1995                                        Investment                               50,000           40,000
                                                                                       -----------       ----------
       Balance November 30, 1995                                                         4,014,939        3,004,103
       1996                                        Cash                                    527,000          653,720
       1996                                        Debt                                    152,000          311,376
       1996                                        Share Issue Costs                        12,350           17,718
                                                                                       -----------       ----------
       Balance November 30, 1996                                                         4,706,289        3,986,917
       1997                                        Cash                                    136,500          162,800
                                                                                       -----------       ----------
       Balance November 30, 1997                                                         4,842,789        4,149,717
       1998                                        Cash                                  1,000,000          533,941
        1998                                       Debt                                    403,851          302,888
                                                                                       -----------       ----------
       Balance November 30, 1998                                                         6,246,640        4,986,546
       1999                                        Cash                                    530,000          185,250
       1999                                        Debt                                    396,500          184,850
       1999                                        Finders Fee                              15,000            4,500
       1999                                        Subscriptions Cancelled                (126,049)         (81,630)
                                                                                       -----------       ----------
       Balance November 30, 1999                                                         7,062,091      $ 5,279,516
                                                                                       ===========       ==========

</TABLE>

<PAGE>




9.    SHARE CAPITAL (CONT'D)

      Stock Options:

      The Company  currently has no formal long-term  incentive plans other than
      incentive  stock  options  granted  from  time  to time  by the  Board  of
      Directors.

      A summary of the status of the Company's  stock options as of November 30,
      1999 and 1998, and changes during the years then ended is as follows:

                                                1999                   1998
                                         ------------------     ----------------
                                                   Weighted             Weighted
                                                    Average              Average
                                                   Exercise             Exercise
                                         Shares      Price      Shares    Price
                                         -------   --------     -------  -------
Options Outstanding, beginning of year   575,500   $   0.74     400,500   $ 0.74
 Granted .............................        --         --     175,000     0.72
Exercised ............................        --         --          --       --
Forfeited/cancelled ..................        --         --          --       --
                                         -------   --------     -------  -------
Options Outstanding, end of year .....   575,500   $   0.40     575,500  $  0.74
                                         =======   ========     =======  =======

      By a Directors resolution dated January 7, 1999, the exercise price of all
      outstanding stock options was reduced to $0.40 per share.

      The Company has outstanding stock options to acquire 575,500 shares of the
      Company's capital stock as follows:

              Number                Exercise Price          Expiry Date
              -------               --------------        ---------------
              131,500                   $0.40             August 10, 2000
              100,000                   $0.40             March 6, 2002
              169,000                   $0.40             August 7, 2002
              175,000                   $0.40             March 5, 2004
              -------
              575,500
              =======

      Warrants:

      The Company has outstanding 400,000 share purchase warrants exercisable to
      acquire 400,000 shares of the Company's  capital stock at a price of $0.40
      per share on or before January 11, 2000 (subsequently expired).

10.   REMUNERATION OF DIRECTORS AND SENIOR OFFICERS

      a.   Directors fees totalling $9,000 (1998 - $15,750) were incurred with a
           Director for  services  rendered.  At November  30,  1999,  an amount
           totalling $8,250 remains as due to related parties.

      b.   Consulting fees totalling  $1,500 (1998 - $15,000) were incurred with
           a Director  for  services  rendered.  At November  30, 1999 an amount
           totalling $Nil (1998 - $10,500) remains as due to related parties.


<PAGE>




11.   RELATED PARTY TRANSACTIONS

      a.   Management  fees  totalling  $68,948 (1998 - $ 68,843) and consulting
           fees  totalling  $12,000  (1998 - Nil)  were  paid  to a  corporation
           controlled by the President of the Company.  At November 30, 1999, an
           amount  totalling $4,264 (1998 - $216) remains as due to/from related
           parties for net advances made.

      b.   Consulting fees totalling  $9,000 (1998 -$5,250) were incurred with a
           corporation  controlled by a Director of the Company. At November 30,
           1999 an amount  totalling  $7,930  (1998 - $5,250)  remains as due to
           related parties.

      c.   The  Agreement  dated  April 16,  1998 with regard to the sale of CPC
           Cascade  Power  Corporation,  described  in note 3b above,  is with a
           Director of the Company.

12.   SUBSEQUENT EVENTS

      a.   The  Company  issued  600,000  units at a price of $0.25  per unit to
           complete a private placement financing. Each unit consists of one (1)
           share and one (1) non-transferable share purchase warrant exercisable
           to acquire one (1) additional share at a price of $0.30 per share for
           one (1) year.

2.         The Company issued 217,000 shares at a price of $0.40 per share for a
           total  consideration  of $86,800 for the exercise of stock options.

3.         The Company  issued 288,000 shares for the exercise of share purchase
           warrants as follows: 155,000 shares at a price of $0.40 per share for
           a total  consideration  of $62,000;  and 133,000 shares at a price of
           $0.30 per share for a total consideration of $39,900.

4.         By a Settlement  and Release  Agreement  dated  November 1, 1999, the
           Company received and cancelled, effective January 5, 2000, a total of
           60,000 shares of the Company's capital stock in settlement of amounts
           receivable totalling $90,000, which had been previously reserved as a
           doubtful  account.  The  amount  recovered  is  to be  recorded  as a
           reductions  of share  capital  and a bad debt  recovery  for the year
           ended November 30, 2000. The shares have been returned to treasury.

      e.   Share subscriptions  receivable totalling $6,000 were received
           subsequent to the year end.


13.      UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

      As disclosed in Note 2a, these consolidated financial statements have been
      prepared  in  accordance  with  Canadian  generally  accepted   accounting
      principles,  which  conform  in all  material  respects  with those of the
      United States, except as follows:


<PAGE>




13.      UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CONT'D)

      a.   Escrow Shares

           Three  hundred  and  seventy-five  thousand  (375,000)   contingently
           cancellable  escrow  shares are excluded  from the  weighted  average
           number of shares for the  calculation  of  earnings  (loss) per share
           under U.S. G.A.A.P.:

<TABLE>

                                              CAN. G.A.A.P.                U.S. G.A.A.P.
                                        ----------------------         ----------------------
                                          Weighted                      Weighted
                                          Average       Basic           Average        Basic
                                         Number of      Loss           Number of       Loss
                                          Shares         per             Shares         per
                                        Outstanding     Share         Outstanding      Share
                                        ---------      -------         ---------      -------
<S>                                     <C>            <C>             <C>            <C>
           November 30, 1999            6,841,823      $(0.04)         6,466,823      $(0.04)
           November 30, 1998            5,693,752      $(0.08)         5,318,752      $(0.09)
           November 30, 1997            4,796,206      $(0.15)         4,421,206      $(0.17)

</TABLE>

      b.   Landfill Project Costs

         Under U.S. G.A.A.P.,  development  expenditures are not capitalized and
         are  recorded as an expense as incurred on the  Company's  consolidated
         financial  statements of operations and deficit  accumulated during the
         development stage.

         The application of U.S.  G.A.A.P.,  as described above,  would have the
         following approximate effect on net loss, loss per share.
<TABLE>

                                                                          November 30,      November 30,     November 30,
                                                                              1999              1998              1997
                                                                           ----------         ----------       ---------
<S>                                                                        <C>                <C>             <C>
           Net loss as reported  on the  consolidated  statements  of
           operations and deficit  accumulated during the development
           stage.....................................................       $(263,441)        $(470,423)       $(736,713)
           Item increasing reported net loss:

                 Landfill development expenditures...................        (357,274)         (294,103)         (98,142)
                                                                             --------          --------         --------
           Approximate net loss - U.S. G.A.A.P.......................       $(620,715)        $(764,526)       $(834,855)
                                                                             ========          ========         ========
           Weighted average shares outstanding - U.S. G.A.A.P........       6,466,823         5,318,752        4,421,206
                                                                             ========          ========         ========
           Approximate net loss per share U.S. G.A.A.P...............        $  (0.10)         $  (0.14)        $  (0.19)
                                                                             ========          ========         ========
<CAPTION>


                                                                          November 30,      November 30,
                                                                               1999              1998
                                                                            ----------       -----------
<S>                                                                         <C>              <C>
           Total assets as reported in the balance sheet.............       $2,320,381       $ 2,042,858
           Items increasing (decreasing) reported total assets:

                 Cortina Landfill Projects Costs.....................       (2,252,189)       (1,894,915)
                                                                            ----------       -----------
           Approximate total assets - U.S. G.A.A.P...................        $  68,192         $ 147,943
                                                                            ==========        ==========

<PAGE>




13.      UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CONT'D)

                                                                         November 30,        November 30,
                                                                            1999                 1998
                                                                         -------------       -----------
<S>                                                                      <C>                 <C>
           Shareholders' Equity as reported in the balance sheet         $    960,359        $  935,330
           Items increasing (decreasing) reported shareholders equity:

                 Cortina Landfill Projects Costs                           (2,252,189)       (1,894,915)
                                                                         ------------        ----------
           Approximate shareholders' equity (deficiency)
              - U.S. G.A.A.P.                                            $ (1,291,830)       $ (959,585)
                                                                         ============        ==========
</TABLE>

14.   UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

      The Year 2000 Issue  arises  because  many  computerized  systems  use two
      digits  rather  than four to identify a year.  Date-sensitive  systems may
      recognize  the year 2000 as 1900 or some other date,  resulting  in errors
      when information using year 2000 dates is processed. In addition,  similar
      problems  may arise in some  systems  which use  certain  dates in 1999 to
      represent  something  other than a date.  Although  the change in date has
      occurred, it is not possible to conclude that all aspects of the Year 2000
      Issue that may affect the entity,  including  those  related to customers,
      suppliers, or other third parties, have been fully resolved.