Business Description
The Company was incorporated in Florida in 1995 for the purpose of designing
and manufacturing heat pump pool heaters, residential air conditioners and parallel
flow coils for the heating, ventilation and air conditioning industry. In June
2002, the Registrant and its subsidiaries filed a petition for bankruptcy in
the U.S. Bankruptcy Court for the Southern District of Florida. The Company
emerged from bankruptcy in March 2004 free and clear of all liens, claims and
obligations.
GreenStone owns 61.8% of the issued and outstanding shares and has broad flexibility
in identifying and selecting a prospective target business. In evaluating a
prospective target business, our Management will consider, among other factors,
the following:
- financial condition and results of operation of the target company;
- growth potential;
- experience and skill of management and availability of additional personnel;
- capital requirements;
- competitive position;
- stage of development of the products, processes or services;
- degree of current or potential market acceptance of the products, processes
or services;
- proprietary features and degree of intellectual property or other protection
of the products, processes or services;
- regulatory environment of the industry; and
- costs associated with effecting the business combination.
These criteria are not intended to be exhaustive. Any evaluation relating to
the merits of a particular business combination will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by our Management in effecting a business combination consistent with our business
objective. In evaluating a prospective target business, we will conduct a due
diligence review which will encompass, among other things, meetings with incumbent
management and inspection of facilities, as well as review of financial and
other information which will be made available to us.
We will endeavor to structure a business combination so as to achieve the most
favorable tax treatment to us, the target business and both companies stockholders.
We cannot assure you, however, that the Internal Revenue Service or appropriate
state tax authority will agree with our tax treatment of the business combination.
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