899849--4/3/2006--ELEPHANT_&_CASTLE_GROUP

related topics

{stock, price, share}

{product, market, service}

{acquisition, growth, future}

{financial, litigation, operation}

{cost, regulation, environmental}

{cost, contract, operation}

{cost, operation, labor}

{interest, director, officer}

{investment, property, distribution}

{operation, international, foreign}

{condition, economic, financial}

{property, intellectual, protect}

{personnel, key, retain}

{control, financial, internal}

(i)The Company has a history of losses from operations, and it may incur additional losses in the future. (ii)The Company s results from operations are subject to fluctuations in foreign currency exchange rates. (iii)The Company is dependent on certain key personnel. (iv)The concentration of ownership of the Company s common shares and preferred shares with GEIPPPII results in GEIPPPII controlling all matters requiring shareholder approval. (v)The Company s ability to raise capital in the future may be limited, which could adversely impact its operations and growth. (vi)The Company s ability to expand its restaurant base is influenced by factors beyond its control and, therefore, it may not be able to achieve its planned growth. (vii)Unexpected expenses and low market acceptance could adversely affect the profitability of restaurants that the Company opens in new markets. (viii)A decline in visitors or business travelers to areas where the Company s restaurants are located could negatively affect its restaurant sales. (ix)The Company s growth may strain its infrastructure and resources, which could slow its development of new restaurants and adversely affect its ability to manage its existing restaurants. (x)Negative publicity concerning food quality, health and other issues and costs or liabilities resulting from litigation may have a material adverse effect on the Company s results of operations. (xi)Health concerns related to the consumption of beef, chicken or other foods could affect consumer preferences and could negatively impact the Company s results of operations. (xii)The Company s operations are susceptible to changes in food availability and costs, which could adversely affect its operating results. (xiii)Labor shortages or increases in labor costs could slow the Company s growth or harm its business. (xiv)The Company s business is subject to significant competition. (xv)The Company s success depends on its ability to protect its proprietary information. Failure to protect the Company s trademarks, service marks or trade secrets could adversely affect its business. (xvi)You may have difficulty selling the Company s common shares on the Over-The-Counter Bulletin Board. (xvii)If trading in the Company s common shares is less than $5.00 per common share, trading in the Company s common shares would be subject to certain rules under the Securities Exchange Act of 1934, as amended. (xviii)The Company has never declared or paid dividends and it does not have plans to do so in the near future. (xix)You may face difficulties in attempting to pursue legal actions under United States laws against the Company, its directors and officers.

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899849--4/3/2006--ELEPHANT_&_CASTLE_GROUP_INC