• PowerCold has designed and developed proven proprietary products that provide the potential for explosive growth in all business lines.

• PowerCold’s patented Nauticon® condenser system is 30%-40% more efficient than existing systems worldwide.

• PowerCold’s proprietary 4-Pipe HVAC system can generate savings of up to 50% for all hospitality clients.

• PowerCold has started to penetrate significant national retail accounts.

• PowerCold has developed a number of strategic relationships with OEMs and HVAC service providers.

• PowerCold has a highly experienced senior management team.

• PowerCold has developed proprietary HVAC coils that incorporate DuPont’s Caltrel® engineered polymeric materials.

Patents and Trademarks

PowerCold’s intellectual property includes four (4) patents awarded and three (3) additional patents pending. The Company has formal Certificate of Registrations from the U.S. Patent and Trademark Office for both PowerCold® and Nauticon®.

PowerCold derives revenues from 4 main product line applications:

The first is proprietary applications for the HVAC industry, which includes a patented four pipe integrated piping system for large commercial buildings and turnkey HVAC systems for light commercial national chain store applications.

The second is a patented line of evaporative condensers, heat exchange systems and fluid coolers for the HVAC and refrigeration industry.

The third is the design and packaging of custom chiller systems for the HVAC and refrigeration industry.

The fourth is energy products including generators, engine driven chillers and engineering.

High-Rise Office Installation

A total of ten (10) condensers, in skids of two each, were

shipped to an office building in New England, U.S.  These

pictures show the shipping, rigging and final installation

of some of the condensers.

PowerCold has established numerous strategic marketing programs:

The National Accounts Program has designated relationships with 22 national chain accounts, including; Cendant Corp, Hilton Corp, Marriott, CVS / Eckerd Drugs, Walgreens, Burger King, Applebee’s, Chick-Filet, Waffle House, Denny’s, Arby’s, 7-Eleven Stores, BP/Amoco, Boston Market, Popeye’s, Starbucks and Brinkers International.

The National Associates Alliance includes relationships with regional engineering firms, architects, general contractors and HVAC contractors that support sales and installations around the U.S.

Strategic Partnerships reflect direct partnerships with major equipment suppliers including York International, Carrier Corp., Trane Corp, Munters Corp., Rheem Corp, Halton Company, Teletrol Systems and OEM Controls.

PowerCold also has strategic alliances with:

• Two major hospitality companies; Cendant Corp and Hilton Corp;
• U.S. government alliances with the EPA and the DOE; and
• A major strategic new product alliance with DuPont for a five year joint development agreement and a five year license agreement for DuPont Catrel® plastic tubing.

The Company first initiated their highly successful marketing and sales program two years ago to create a synergy of products and marketing. This initiative was implemented to establish multiple alliances with other industry vendors to support the Company’s proprietary products and to direct combined marketing efforts to national chain businesses.

PowerCold has created a nationwide network of HVAC mechanical contractors, general contractors, engineers, architects and equipment suppliers to design build and equip new and retrofit building projects with its proprietary HVAC systems.

Over the last 18-months this network of alliances has led to PowerCold’s proposals to 20 national chain customers representing 84 drug stores, restaurants, hotels, extended care facilities and hospitals, with an impressive percentage of these proposals leading to contractual agreements.

Additionally, PowerCold has signed a five-year sales and marketing agreement with the Unitary Products Group of YORK International Corporation, whereas YORK® and PowerCold® will promote their respective HVAC products with joint sales calls to specific national chain customers. York is further supporting the relationship with promotional literature, product specifications, performance software and plant tours. The joint marketing efforts target specific customers and chain accounts including hotels, restaurants, healthcare facilities and pharmacies.

Products and Services

Nauticon®

PowerCold’s newly developed proprietary water-cooled condenser Nauticon® is innovative in design, uses new material technology, is simple to manufacture, and most importantly is 40%-50% more efficient than other traditional technologies that are the industry standard today. They are used for condensers, fluid coolers, subcoolers, and cooling towers. There are over 150 systems installed in the US.   

Basically, Nauticon® uses the evaporative properties of water to cool condensing coils instead of air. While it is well documented that water-based systems are superior, the maintenance costs of these systems have historically been prohibitively high for smaller users because traditional water-cooled systems need to be cleaned of scale buildup regularly.

Of the approximately eleven thousand 30 to 300 ton HVAC systems sold in the U.S. during 2002, approximately 98% were air-cooled systems. PowerCold is the first to create a self-cleaning water-based system. Therefore the Company’s system has reduced the maintenance expense to a level considerably lower than even air-based solutions for these smaller systems. Indeed, the combination of efficiency gains and lower maintenance costs have created a strong market demand for PowerCold’s Nauticon® system.

Each Nauticon® can be built in one day and represent a significant portion of PowerCold’s anticipated new business over the next decade. The Nauticon® solution is either sold on a stand-alone basis by reps directly to customers and mechanical contractors, to the leading OEM HVAC providers (Trane, Carrier, York), and as part of the Company’s integrated HVAC design system for commercial buildings and its national accounts and alliances program, both domestic and international.

Agreement with DuPont

For several years now, PowerCold has been operating under a joint Development Agreement and a License Agreement with DuPont Canada, Inc. and E.I. du Pont de Nemours for DuPont’s Caltrel® Fluid Energy Transfer System Applications.

The two companies have been testing the use of new plastic heat exchangers in air condition systems in high humidity environments and have installed 18 plastic coil fluid coolers. The product is similar to PowerCold’s Nauticon® Fluid Cooler, but replaces the copper coils with plastic tubing material. PowerCold management considers DuPont’s Caltrel® polymeric materials as the most advanced technology in the industry for HVAC plastic applications.

During 2004, PowerCold announced the development of a unique fluid cooler of various sizes that incorporates DuPont’s Caltrel® engineered polymeric materials. The plastic does not corrode like traditional copper and aluminum coils. It is lighter, stronger and more portable. Plastic coils adapt well to retrofit for existing installations, and the system can operate both wet and dry.

The worldwide market for fluid coolers is estimated at over $500 million.

DuPont’s Caltrel® Leads to PowerCold's PlexCoil™ Fan Coil

In April 2004 PowerCold applied to the U.S. Patent Office for a patent on its new PlexCoil™ fan coil air handler, a heat exchanger that features modular and flexible designed plastic components. The new vertical and horizontal fan coil air handlers are for use with HVAC applications in commercial buildings. Most commercial buildings use various types of copper and aluminum fan coils for air distribution. The Company’s air handlers are manufactured using PowerCold’s new proprietary PlexCoil™ design that incorporates DuPont’s Caltrel® engineered polymeric materials.

Unlike traditional materials, DuPont Caltrel® plastic does not accumulate encrustation and is not subject to oxidation, corrosion, microbiological attack, or galvanic action. This allows the fan coil to function in hostile environments such as close proximity to salt water, aggressive vapors or corrosive fluids. The plastic coil material can be used in both hot and coldwater situations with the same level of performance.

The major advantages of PlexCoil™/Caltrel® plastic coil over copper and aluminum, again include the non-corrosion, lighter, more portable and stronger qualities; but its smoother surface which does not suffer from rubbing wear produces less air or water resistance. This allows for greater heat transfer for a given coil size, which allows for the use of smaller pumps and fans, yielding energy savings of an estimated 20%-25%.

PlexCoil™ represents a huge market for PowerCold’s new and retrofit fan coils.

     Several industry groups estimate the U.S. fan coil market to be well over

            $300 million and the global fan coil market to be over $1 billion.

Four-Pipe System for Hospitality/ Extended Care

PowerCold has also developed a unique 4-Pipe System, which is significantly less expensive to install, both in retro-fit situations as well as new construction, than traditional HVAC systems. It also uses the Nauticon® unit. In essence, the 4-Pipe System leverages the existing (or newly built) water lines—hot/cold outgoing and hot/cold return—as the basis for HVAC systems, as opposed to traditional systems, which require that new pipes be run throughout the building just to supply the HVAC system.

Hotels and extended care facilities generally have demanding cooling needs. While traditional in-window or through-the-wall air conditioning systems (PTACs) are still the norm, these systems are loud, ineffective and consume tremendous amounts of power.

PowerCold’s 4-pipe solution can reduce an operators’ power consumption significantly and provide a quieter, more effective cooling system than the current PTAC approach. The costs for the Company’s more efficient system can be recouped in less than two years because of notable energy savings, while the expected operating life of more than 20 years insures continous energy savings for many years to come.

PowerCold recently installed its new Environmental Air Treatment System in a Hilton hotel, the first hotel in the world to provide clean fresh air for every guest room. Continuous fresh air cleanses the build up of damp stale moist air, a major factor that can produce mold and legionella. The Company currently has installed 25 of these systems throughout the U.S., with nine designs outstanding for other larger buildings.

The Company continues to solidify relationships with a number of leading hotel chains, including Hilton (named as preferred vendor), Marriott (installed system in UK), Cendant (preferred vendor for five hotel chains), and currently has various engineering projects for new hotel HVAC systems.

A History of Success

December 2000 - PowerCold licensed the technology patent rights for the integrated piping technology for this heating and air conditioning system from Montana Power. The ten-year technology license provides the Company exclusive, non-transferable U.S. rights to the technology and all related assets.

October 2001 - PowerCold’s patented hotel air conditioning system was selected for an award in the “Hospitality Facilities” category of the 2001 Energy User News Building Awards. The project saved over 54% in electrical consumption and 39% in natural gas consumption in its first year of operation.

December 2002 - PowerCold filed for its own exclusive enhanced related patent, Environmental Air Treatment System, for worldwide use that supports all of the Company’s unique technology including desiccant and solar energy systems. This patented system runs between 40% and 50% more efficiently (i.e., uses less power) than traditional solutions.

June 2002 - Two hotels fitted with PowerCold’s HVAC proprietary 4-Pipe System received the ENERGY STAR award issued by the Environmental Protection Agency (EPA). The award is based on an energy performance assessment tool that evaluates 12 months of energy consumption data. The recognition is given by the EPA to buildings with proven energy management strategies that attain superior standards of efficient energy consumption. The two hotels received the highest ratings ever recorded, 95 and 100.

January 2004 - The EPA awarded a third hotel, a Cendant Wingate Inn hotel that employs PowerCold’s HVAC proprietary 4-Pipe System with the 2003 ENERGY STAR Small Business and Congregation Award.

February 2005 – A new Hilton hotel that opened in St. Augustine, Florida is designed with PowerCold’s proprietary central HVAC system and is the first hotel to use DuPont Caltrel® Plastic Heat Exchangers. The new system controls moisture and provides clean fresh air throughout the hotel including the guest rooms and public areas. The system is expected to operate with utility costs at 50% below the standard systems installed in other hotels.

February 2005 – The Company is working in partnership with Florida’s Energy Conservation Assistance Program (ECAP) to conduct energy audits for the hospitality industry and provide assistance for owners and developers seeking certification in the State’s Green Lodging Program. The Green Lodging Program has been created by the Florida Department of Environmental Protection to assist the State’s hospitality industry in reducing operating cost.

Retail/ Restaurants

PowerCold also provides national accounts with turnkey solutions for the design, engineering and installation of complete, efficient HVAC solutions. This group’s services are specifically targeted toward large national accounts, such as hospitality providers and national retailers who typically use standardized HVAC systems across all of their properties.

To take advantage of economies of scale, national retailers and restaurant chains generally choose one HVAC brand (Carrier, Trane, or Rheem) and one design engineer (PowerCold, etc.) to design and install HVAC systems at all of their locations. Once a company is recognized as a provider of choice for the chain, it is used for all locations for both retrofits as well as new construction. Generally, these systems are sized for 10-50 tons, which cost $30,000 to $75,000 each, reflecting PowerCold’s target market.

PowerCold has installed systems for the following chain stores and restaurants:

• Eckerd – PowerCold was a preferred vendor for HVAC systems with 27 installations at Eckerd drug store locations. Eckerd has since been acquired by CVS and PowerCold is now installing at numerous CVS drug stores.

• Burger King – Burger King recently announced that it is going to remodel more than 1,500 franchise locations and build 40 new company-owned restaurants over the next three years. PowerCold has installed its systems in seven restaurants to date, and has been selected as a preferred vendor for HVAC systems.

• Denny’s, Arby’s, and Applebee’s – The Company has installed systems at more than three locations for each of these restaurant chains, and expects to become the HVAC provider of choice at all of their related properties.

• Starbucks – Starbucks has announced that it plans to build more than 700 store locations. PowerCold has submitted designs for the new stores.

PowerCold’s recent new design HVAC plans for:

• 7-Eleven Stores (150+ potential locations), BP-Amoco (100+), Boston Market (40), Chick-Filet, Popeye’s, Walgreen Drug Stores, Waffle House Restaurants, and Brinkers International restaurant chains Chili’s and Eatsie’s (40).

The Company expects significant growth to come from this market channel as these national accounts have announced their intentions to use PowerCold in their new locations along with existing locations as they are upgraded. PowerCold’s systems can generate significant cost savings of 20% to 40% for these national chains.

PowerCold Products, Inc. (PCP)

Formed in 1995, PowerCold Products provides product research and development, engineering and manufacturing for all “Cold” related products, including; patented evaporative condensers and heat exchange systems for the HVAC and refrigeration industries.

PCP supports the Company’s Nauticon® and EV Chill™ product lines with engineering design, manufacturing and packaging its products. PCP has developed and patented various plastic products and components that use DuPont Caltrel polymeric materials. PCP also supports custom refrigeration systems by designing, engineering and packaging special customer orders.

PowerCold ComfortAir Solutions, Inc. (PCS)

In December 2000, the Company acquired the assets of Ultimate Comfort Systems, Inc., including its technology rights, patent rights, and license agreement for integrated piping technology for a heating and air conditioning system. This acquisition gave the Company exclusive, non-transferable United States transfer rights to the aforementioned technology and all related assets.

PowerCold filed for an enhanced patent, Environmental Air Treatment System, for worldwide use that supports all of the Company’s integrated technology including desiccant and solar energy systems.

PowerCold ComfortAir Solutions supports sales and marketing for all U.S. operations offering high efficiency design build HVAC solutions for new and retro-fit commercial buildings, including major hotel chains, national restaurant and retail store chains, extended care facilities, and office buildings. Major PCS customers include Cendant Corporation and Hilton Corporation.

PCS provides large national accounts with turnkey solutions for the design, engineering and installation of complete efficient HVAC solutions. The Company’s services are specifically targeted toward large national accounts who standardize their HVAC systems across all of their properties.

PowerCold ComfortAir Solutions' two operating divisions:

Applied Building Technology

In August 2002, the Company acquired all the assets of Applied Building Technology, a supplier of complete standardized heating, ventilation and air conditioning packages for standard-sized commercial buildings. This acquisition gave the Company a major entrée into the vast market for small commercial (10-50 ton) HVAC systems for national retail chain store accounts. Increasing power costs and new clean air regulations have forced chain store operators to focus on energy savings and cleaner air.

In 2004, the Company introduced two applications to support national chain store business.

The BreezeMaster system, designed for use by large chain retail and fast food stores, is a closed loop cooler that prevents moisture buildup that can lead to legionella and other respiratory diseases associated with standard evaporative condensers. This is a critical application for the high volume 10 to 30 ton commercial rooftop unit market where small footprint, weight and height are an issue.

The other application is a new proprietary DesertMaster total energy fresh air system. The system uses cool or warm exhaust air being circulated out of a building to cool or heat incoming outside fresh air. The desiccant section is then used to remove the moisture from all the public spaces, 24 hours a day, seven days a week. The DesertMaster is highly energy efficient, eliminating the need for approximately 20% of additional air conditioning equipment.

PowerCold Energy Systems

In September 2003, PowerCold acquired technology and intellectual property for natural gas engine driven chillers and natural gas rotary engine generators from Alturdyne, a privately owned company that produces various engine generator products.

The engine driven chillers include standard and custom packaging of natural gas, electric, and diesel-fueled engine driven chillers used for HVAC system applications. There are over 240 Alturdyne engine chillers installed in the U.S. The rotary engine generator sets include a family of Wankel and Mazda type rotary internal combustion natural gas multi-rotor engines used for pumps, generator, compressors, and auxiliary power units.

The unique proprietary technology and intellectual property fits into the Company’s plan to support the DOE’s new building power program called Combined Heat and Power (CHP) – a self contained package that can provide a building with its own heating and power services by utilizing natural gas or electricity. The acquired technology and intellectual property significantly enhances the Company’s ability to offer customers complete packaged solutions for both their HVAC and CHP needs.

PowerCold's unique proprietary technology can support a total energy solution for a building that includes combined CHP and HVAC in one package.

As a testament to PowerCold’s engineering and marketing abilities, the Company was selected by the New York State Energy Research and Development Authority (NYSERDA) to demonstrate energy efficiency at a Hilton Garden Inn in New York. The Company was selected as a result of a competitively bid proposal process in which 88 vendors’ submitted designs for energy efficient combined heat and power and air conditioning applications.

PowerCold was recently asked to install a new prototype CHP system by the DOE/Oak Ridge Labs, which will provide program grant money. Hilton has approved a new hotel site in California for the project. In December 2003, the Company delivered the first ever produced natural gas rotary engine generator (40kW) to Keyspan, the natural gas utility provider for the New York metropolitan and Connecticut area. Because of the historical power blackout in the Northeast, there is great demand for natural gas generators. Keyspan was recently informed that in early 2004 NYSERDA will issue a notification for demand reduction and energy efficiency improvement for proven technology and is proposing to provide funding for about 15% of equipment costs.

Rotary Power Enterprise, Inc. was formed in September 1998 as a new PowerCold entity to acquire the Natural Gas Engine Generator Business from Rotary Power International, Inc.

The Company merged all its assets into PowerCold Energy Systems.

PowerCold International, Ltd.

In March 2003, PowerCold signed an Agency Agreement with Shun Cheong Electrical Engineering Co., Ltd., Kowloon, Hong Kong, to market and sell PowerCold Nauticon products. Shun Cheong will be PowerCold’s exclusive agent in Hong Kong and Macao, and the non-exclusive agent for Shanghai and Guangdong Province, China.

PowerCold Technology, LLC

The Company was formed in February 2004 in the State of Nevada. All assets of the Company related to patent rights, trade names, trademarks, copyrights, licenses, trade secrets, inventions, intellectual proprietary rights and “know-how” will be owned by PowerCold Technology, a wholly owned subsidiary company of PowerCold Corporation.

PowerCold Technology licenses “assets” to PowerCold Companies and other third party companies worldwide on a non-exclusive basis.

PCT licenses intellectual property rights to PowerCold Products, Inc. and PowerCold ComfortAir Solutions, Inc.

Francis L. Simola, Chairman, President and CEO

Mr. Simola has been Chairman, President and CEO of PowerCold since the Company’s inception in January 1993. Mr. Simola has over 35 years experience in marketing, management and finance. In 1986, he founded Simco Group Inc., a private investment company that controls a major interest in PowerCold. Simco provides financing, marketing and management consulting services for small technical start-up companies that have proven specialized niche products. His background and experience includes over 28 years in the computer industry with positions in various marketing and management operations with Unisys Corporation (formerly Burroughs Corporation); and over 15 years as a consultant and principal in various high-tech companies.

Dean S. Calton, President, PowerCold Products, Inc.                                                       and Vice President Engineering and Manufacturing

Mr. Calton has been Vice President of Engineering and Manufacturing and President of PowerCold Products, Inc. since June 1998. Mr. Calton has over 24 years experience in the refrigeration and air condition industry, holds four patents and received the DOE Energy Pioneer Award for advanced refrigeration system design for supermarkets.

Carlton restructured and enhanced PowerCold’s product line of evaporative condensers and developed a new line of packaged chiller plants. Previous employment: Director of Engineering, Fresh Air Solutions (ICC Technologies); developed air distribution strategies for desiccant based HVAC equipment, patented targeting dry air and established a humidity gradient into the refrigerated area for supermarkets, patented the first all electric desiccant unit regenerated entirely with condenser waste heat. Mechanical Engineer, H. E. Butt Grocery Co; responsible for air conditioning, refrigeration and plumbing system design for supermarket, pioneered desiccant assisted HVAC equipment with reduced airflow. Project Engineer, RECO Refrigeration; manufacturer of large industrial petrol-chemical and food processing refrigeration equipment. Senior Project Engineer, Friedrich Refrigeration Co; developed and patented first microprocessor controller for unequal compressor refrigeration racks for supermarkets.

Robert Yoho, President, PowerCold ComfortAir Solutions, Inc.

Mr. Yoho has been the President of PowerCold ComfortAir Solutions, Inc. since July 2002 and a Director of PowerCold Corp. since June 1, 2003.  Mr. Yoho has over thirty-five years experience in the heating, ventilation and air conditioning equipment industry. He was President of Applied Building Technology (ABT), an engineering and design firm that was acquired by PowerCold. ABT furnished controls and HVAC packaged systems for restaurant and retail national chain accounts.

Mr. Yoho founded a national account company developing and selling air-conditioning packages with Burger King, Pillsbury, KFC, Pepsi Co., Denny’s, J.C. Penney’s and other national accounts. He has furnished complete systems for over 15,000 new restaurants and retail stores, and performed over 10,000 retrofits. Mr.Yoho is author of nine U.S. Patents for commercial HVAC and Desiccant multi-fuel systems, the first remote monitoring HVAC and lighting environmental control panel, air plenum curb, kitchen restaurant hood, solar panel, water to air heat exchanger, residential desiccant air conditioner and a roof top desiccant air-conditioner.

Mr. Yoho received the Carrier Corporation national accounts award in 1983, 1984, 1985 and 1986 for the largest seller of Carrier air-conditioning equipment worldwide. In addition, he has furnished architectural and mechanical designs for over 3,000 restaurants and hotels nationally and internationally and developed a distributor network of over 125 individual companies to sell and market HVAC products in North America, South America and Europe. Mr. Yoho is a Member, National Society of Professional Engineers, Life member of American Society of Heating and Refrigeration and Air-Conditioning Engineer’s, and a Licensed Mechanical Contractor in many U.S. states.

Joseph C. Cahill, Vice President of Administration and Finance

Mr. Cahill has been Vice President of Administration and Finance since January 2002 and a Director at PowerCold since June 1, 2003. Mr. Cahill has over twenty-two years experience as a senior executive for a chemical company and a co-generation business. Mr. Cahill supports PowerCold’s energy products and systems developing and promoting

cogeneration applications with PowerCold’s HVAC business for Combined Heating and Power (CHP). Mr. Cahill has served as Chief Operating Officer for Utility Metal Research Corporation / Plating Systems from 1999 to 2002. For most of the 1990s, he

served as CFO and Vice-President of Administration for Canning Gumm, Inc. and has been a member of the R&D Advisory committee and Executive ISO 9001 policy review board member. He is a member of the American Electroplaters and Surface Finishing Society.

Grayling Hofer, VP and Corporate Controller and Chief Accounting Officer

Mr. Hofer has been Corporate Controller and Chief Accounting Officer since March 2002 and Vice President since July 1, 2003. Mr. Hofer possesses 24 years of combined experience in manufacturing, distribution and banking. Prior to joining PowerCold, he held several senior level management positions. He served as President of Manufacturers Assistance Group, a consulting firm specializing in assisting troubled and startup manufacturing companies; Vice President of Operations for Sew Texas, a manufacturer

of custom apparel; Chief Financial Officer for City Pipe & Supply, a pipe, valve and fitting distributor; Controller for Hobbs Industries, a manufacturer of synthetic filter media, and Cost Accounting Manager for Decibel Products, a manufacturer of telecom equipment.

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