Smartcool Systems Inc. ("Smartcool" or "the Company") was incorporated on under the laws of British Columbia on August 31, 2000. Smartcool maintains its registered office in Vancouver, British Columbia, Canada. Smartcool shares have been listed for trading on the Toronto Venture Exchange since February 5, 2002. Smartcool signed a license agreement with Abbotly Technologies Inc. on October 15th, 2003 making SmartCool the sole and exclusive distributor for the Abbotly System 4000 Energy Savings Module (ESM)™ in Canada and the state of New York. In May 2004, an amendment to the aforementioned license agreement was signed which increased the sales territory to include all territory within the geographic boundaries of Canada and the States of: New York, Arizona, Nevada, New Hampshire, Rhode Island, Massachusetts, Connecticut, Colorado, , New Mexico, Vermont, Maine, and New Jersey north of Interstate 195 and non exclusive territories California, Washington and Oregon.

In February 2005, Smartcool entered into a Letter of Intent with Abbotly Technologies Pty. Ltd. ("Abbotly") to acquire the intellectual property and the world-wide distribution rights for the ESM™. We paid a non-refundable deposit of AU$52,500 for the exclusive rights to negotiate a definitive agreement on or before June 30, 2005. On July 18, 2005, we announced that Abbotly had granted us an extension until December 31, 2005 for completing the definitive agreement for an additional fee of AU$52,500.

In January 2006, Smartcool entered into a Letter of Intent with Abbotly USA to acquire the exclusive rights to distribute the ESM™ throughout North America. Pursuant to this Letter of Intent, Abbotly USA agreed to assign all of its rights and obligations, and we agreed to assume all of Abbotly USA's obligations, under a license agreement between Abbotly USA and Abbotly. With the signing of this Letter of Intent, Smartcool became the master distributor of the ESM™ in North America and were required to meet certain minimum purchase obligations under the license agreement with Abbotly. In March 2006, this transaction closed and we became the exclusive distributor of the ESM™ for North America.

As a result of ongoing discussions with Abbotly, we subsequently entered into a Business Sale Agreement with Abbotly Technologies Pty. Ltd. on June 26, 2006 and Smartcool became the owner of the intellectual property and world-wide distributor for the ESM™.