We are a Delaware corporation organized in 1980 under the name Arbor Energy Corporation.
Our name change was effected in 1984.
Until September 2, 2003, we engaged in the production and wholesale distribution
of wood products for home use, principally fireplace wood and garden stakes.
Our products were packaged in and distributed from our facility in Little Marsh,
Pennsylvania.
Substantially all of our products were sold to The Home Depot, Inc. for resale
at its retail outlets. We informed Home Depot that we would no longer do business
with that company due to increased difficulties in transacting business with
Home Depot on a profitable basis. We stated to Home Depot that these difficulties
included Home Depot’s prohibition against price increases despite increases
in our costs of production, a diminution in the Home Depot territories we were
allowed to sell product to, and Home Depot’s demands regarding returns
of ordered products that we were unwilling to accede to for economic reasons.
As a result, on September 2, 2003, we discontinued our wood products business.
We owned 102 acres of property in Little Marsh, Pennsylvania. There was a wood
packaging facility located on the property. The facility consisted of an enclosed
structure of 17,000 square feet, with a 7,000 foot outdoor overhang and another
10,000 foot outdoor overhang. Approximately 12 acres of the property were devoted
to our work area and the remaining 90 acres was forest land. The real property
was mortgaged to Mark Shefts, who was then an officer, director and major stockholder,
in consideration of his providing us a credit line of $100,000. We closed on
the sale of the property to an unaffiliated party on July 20, 2005 pursuant
to a contract entered into in April 2005.
At present, we are seeking other business opportunities, but we may not be
able to identify any such opportunities, and even if we are able to identify
other opportunities, we may not be able to capitalize on them or they may not
be profitable.
The Company is seeking one or more potential business opportunities through merger
or acquisition or the establishment of a new business. However, due to our limited
working capital, it is likely that we will enter into only one business transaction.
We may also seek to acquire one or more majority and/or wholly owned equity
positions in other companies through the direct purchase of stock. Such equity
positions will be limited by Section 3(a)(3) of the Investment Company Act of
1940 (the “1940 Act”), in that we will not be permitted to own or
propose to acquire investment securities having a value exceeding 40% of our
total assets (exclusive of government securities and cash items) on an unconsolidated
basis.
We may provide debt financing to companies in which we have taken (or intend
to take) an equity position. Such financing would generally be made on an unsecured
basis. In no event will we provide financing for or take equity positions in
companies where the aggregate of such investments would cause us to be required
to register under the 1940 Act.
Our present management may or may not become involved as management in the
aforementioned business or subsidiary or may hire qualified but as yet unidentified
management personnel. There can, however, be no assurance whatsoever that we
will be able to acquire a business. A potential acquisition of a business may
involve the acquisition of, or merger with, a company which does not need additional
capital but which desires to establish a public trading market for its shares.
A company that seeks a transaction with us in order to consolidate its operations
through a merger, reorganization, asset acquisition, or some other form of combination
may desire to do so to avoid what it may deem to be adverse consequences of
itself undertaking a public offering. Factors considered may include time delays,
significant expense, and loss of voting control. In connection with such acquisition,
it is possible that an amount of stock constituting control of us would be purchased
from us or our current officers, directors and stockholders resulting in substantial
profits to such persons without similar profits being realized by other stockholders.
Moreover, no assurance can be given with respect to the experience or qualifications
of as yet unknown persons who may, in the future, manage our operations and
affairs or any business or subsidiary acquired by us. In the event of a change
in control of us and our Board of Directors, the payment of any dividends would
be wholly dependent upon such persons. Furthermore, it is impossible as yet
to determine what, if any, rights applicable state law may provide to our shareholders
in any merger or reorganization.