UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 15, 2006

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                                MMC ENERGY, INC.
                        (f/k/a High Tide Ventures, Inc.)

             (Exact name of registrant as specified in its charter)

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         Nevada                      333-121542               98-0493819
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(State or other jurisdiction  (Commission File Number)     (I.R.S. Employer
    of incorporation)                                   Identification Number)

           26 Broadway, Suite 907
              New York, New York                             10004
     (Address of principal executive offices)               (Zip Code)

                                  212-977-0900
              (Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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<PAGE>

                           FORWARD LOOKING STATEMENTS

      This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. This Current
Report includes statements regarding our plans, goals, strategies, intent,
beliefs or current expectations. These statements are expressed in good faith
and based upon a reasonable basis when made, but there can be no assurance that
these expectations will be achieved or accomplished. These forward looking
statements can be identified by the use of terms and phrases such as "believe,"
"plan," "intend," "anticipate," "target," "estimate," "expect," and the like,
and/or future-tense or conditional constructions ("will," "may," "could,"
"should," etc.). Items contemplating or making assumptions about, actual or
potential future sales, market size, collaborations, and trends or operating
results also constitute such forward-looking statements.

      Although forward-looking statements in this report reflect the good faith
judgment of management, forward-looking statements are inherently subject to
known and unknown risks, business, economic and other risks and uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements. Readers are urged not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
report. We assume no obligation to update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
report, other than as may be required by applicable law or regulation. Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange Commission which attempt to
advise interested parties of the risks and factors that may affect our business,
financial condition, results of operation and cash flows. If one or more of
these risks or uncertainties materialize, or if the underlying assumptions prove
incorrect, our actual results may vary materially from those expected or
projected.

                                EXPLANATORY NOTE

      On May 3, 2006, High Tide Ventures, Inc. ("High Tide") changed its name to
MMC Energy, Inc. On May 15, 2006, High Tide's wholly-owned subsidiary, MMC
Acquisition Corp. ("Acquisition Sub") merged with and into MMC Energy North
America, LLC, a Delaware limited liability company ("MMC North America").
Pursuant to the merger between Acquisition Sub and MMC North America (the
"Merger"), MMC North America became a wholly-owned subsidiary of High Tide and,
with the proceeds of High Tide's private placement offering which closed
concurrently with the Merger (the "Offering"), High Tide will continue the
existing business operations of MMC North America as a publicly-traded company
with the name MMC Energy, Inc. (the "Company"). Unless otherwise indicated, the
terms "the Company," "we," "us," and "our" refer to MMC Energy, Inc. after
giving effect to the Merger and the closing of the Offering, unless the context
clearly indicates otherwise. The term "High Tide" refers to MMC Energy, Inc.
(f/k/a High Tide Ventures, Inc.) before giving effect to the Merger, and the
term "MMC North America" refers to MMC North America, LLC, before giving effect
to the Merger.

Item 1.01. Entry into a Material Definitive Agreement.

      On May 15, 2006, the Company consummated the Merger and the Offering. For
a description of the Merger and the Offering, and the material agreements
entered into in connection therewith, please see Item 2.01 of this Current
Report on Form 8-K, which disclosure is incorporated herein by reference.


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Item 2.01. Completion of Acquisition or Disposition of Assets.

                       THE MERGER AND RELATED TRANSACTIONS

The Merger

      On May 15, 2006 (the "Closing Date"), High Tide, Acquisition Sub, and MMC
North America entered into a Merger Agreement and Plan of Reorganization (the
"Merger Agreement"). On the Closing Date, Acquisition Sub completed its Merger
with and into MMC North America. High Tide acquired the business of MMC North
America pursuant to the Merger and, with the proceeds of the Offering, will
continue the existing business operations of MMC North America as a
publicly-traded company under the name MMC Energy, Inc. Prior to their entry
into the Merger Agreement, no material relationship previously existed among the
parties to the Merger Agreement. The Merger Agreement is attached as Exhibit 2.1
hereto and is incorporated herein by reference.

      On the Closing Date, the holders of MMC North America's outstanding
membership interests before the Merger (the "MMC North America Stockholders")
surrendered all of the outstanding membership interests of MMC North America and
received 23,875,000 shares of common stock of the Company, par value $0.001 per
share (the "Common Stock"). The stockholders of High Tide before the Merger (the
"High Tide Stockholders") retained 11,750,000 shares of Common Stock.

      The Merger Agreement contains customary representations, warranties and
covenants of High Tide, MMC North America and, as applicable, Acquisition Sub,
for like transactions. Breaches of representations and warranties are secured by
customary indemnification provisions. The Merger Agreement contains a
post-closing adjustment to the number of shares of Common Stock issued to the
Company Stockholders, whereby up to an additional 2,000,000 shares of Common
Stock may be issued, on a pro rata basis, to the MMC North America Stockholders
for any breach of the Merger Agreement by High Tide discovered during the two
year period following the Closing Date.

      The Merger will be treated as a recapitalization of the Company for
financial accounting purposes. Accordingly, the historical financial statements
of High Tide before the Merger will be replaced with the historical financial
statements of MMC North America before the Merger in all future filings with the
Securities and Exchange Commission (the "SEC").

      On the Closing Date, Brent Peters and Douglas Smith, constituting all of
the directors of High Tide prior to the Merger, appointed Karl W. Miller and
Dennis Gagnon to fill two of the vacancies on the Board. Also on the Closing
Date, Messrs. Peters and Smith resigned from the Board, effective May 26, 2006.
On May 26, 2006, Messrs. Miller and Gagnon are expected to appoint Martin Quinn
to fill one of the vacancies on the Board following the resignation of Messrs.
Peters and Smith. The remaining vacancies will be filled upon the finding of
suitable candidates. Also on the Closing Date, the then-current officers of High
Tide resigned and new executive officers designated by the MMC North America
Stockholders were appointed. The current officers and directors are identified
on page 31 under "Directors and Executive Officers."

      Prior to the Merger, the Company's 2006 Equity Incentive Plan was adopted
by the Board and the High Tide Stockholders. The Company anticipates that its
stockholders after the Merger will ratify the adoption of the 2006 Equity
Incentive Plan and any awards that were made under the Plan through the date of
such ratification. Under the Plan, 2,000,000 shares of Common Stock are reserved
for issuance as incentive awards granted to executive officers, key employees,
consultants and directors after the closing of the transactions described
herein.


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<PAGE>

      The parties have taken all actions necessary to ensure the Merger is
treated as a "tax free exchange" under Section 351(a) of the Internal Revenue
Code of 1986, as amended.

The Offering

      Concurrently with the Merger, the Company closed the Offering of
10,000,000 shares of Common Stock. On the Closing Date of the Merger, the
investors in the Offering collectively purchased 10,000,000 shares of Common
Stock for total consideration of $10 million (the "PPO Closing").

      The sale of Common Stock in the Offering was exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 506 of Regulation D as promulgated by the SEC. The Merger, the
Offering and the other transactions related thereto sometimes are collectively
referred to herein as the "Transactions." In the Offering, no general
solicitation was made by us or any person acting on our behalf; the Common Stock
was sold pursuant to transfer restrictions, and the certifications for shares
sold in the Offering contained an appropriate legend stating that the Common
Stock was not registered under the Securities Act of 1933, and may not be
offered or sold absent registration or an exemption therefrom.

      In connection with the completion of the Offering, the Company's placement
agents in connection with the offering, Sanders Morris Harris Inc. and Canaccord
Capital Corporation, received a five percent sales commission on investors the
respective placement agents brought into the Offering (the "Finder's Fee").

Restricted Securities and Registration Rights

      All securities issued in connection with the Transactions will be
"restricted" securities and will be subject to all applicable resale
restrictions specified by federal and state securities laws.

      The Company has committed to file a registration statement covering the
Common Stock within 120 days from the Closing Date and shall use reasonable
efforts to cause such registration statement to become effective no later that
120 days after the date filed. The Company shall maintain the effectiveness of
this registration statement through the first anniversary of the Closing Date
and shall use its best efforts to maintain the effectiveness of this
registration statement through the second anniversary of the date the
registration statement is declared effective by the SEC or until the holding
period of Rule 144(k) of the Securities Act has been satisfied for the investors
in this Offering with respect to all of their shares, whichever is earlier. The
Company will be liable for customary penalties if the registration statement is
not effective on the date by which the Company is required to cause it to become
effective, consistent with the Registration Rights Agreement entered into with
the Investors in the Offering, which Registration Rights Agreement is attached
hereto as Exhibit 10.2.

Split-Off Agreement

      Contemporaneously with the closing of the Merger, the Company split off
its wholly-owned subsidiary, High Tide Leasco, Inc., a Nevada corporation
("Leaseco"), through the sale of all of the outstanding capital stock of Leaseco
(the "Split-Off"). The Company executed a Split Off Agreement with Brent Peters,
Douglas Smith, MMC North America and Leaseco, a copy of which is attached to
this Current Report on Form 8-K and incorporated herein by reference.

Lock-Up Agreements

      Each of the MMC North America Stockholders has agreed not to offer, sell,
contract to sell or otherwise dispose of or transfer title to any of the shares
of Common Stock acquired pursuant to or in connection with the Merger Agreement,
during the period commencing on the Closing Date and ending on the 12-month
anniversary of the Closing Date (the "Lockup Period"), without the prior written
consent of the Company. Such agreements are set forth in written Lock-Up
Agreements, executed as of the Closing Date, with each of the MMC North America
Stockholders, a form of which is attached hereto as Exhibit 4.2.


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Pro Forma Ownership

      Immediately after giving effect to the Merger, the sale of Common Stock in
the Offering and the other transactions described herein, not including shares
reserved for issuance under the Company's Equity Incentive Plan, there are
issued and outstanding 45,625,000 shares of Common Stock, as follows:

      o     the former members of MMC North America hold 23,875,000 shares of
            Common Stock issued to the members in the Merger, representing
            approximately 52.33% of the Company's outstanding common shares;

      o     purchasers of Common Stock in the Offering hold 10,000,000 shares of
            Common Stock, representing approximately 21.92% of the Company's
            outstanding common shares; and


      o     the existing stockholders of the Company retained 11,750,000 shares
            of Common Stock, representing approximately 25.75% of the Company's
            outstanding common shares.


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                                     PART I

                           1. DESCRIPTION OF BUSINESS

Company Overview

      The Company is an energy management company formed in February 2005 to
acquire and actively manage deep value assets in the U.S. power generation
industry. Immediately following the Merger, the business of the Company will be
substantially the business operations of MMC North America prior to the Merger.
The members of management of the Company are experts in the energy field
including the acquisition, restructuring and operation of energy assets, as well
as risk management.

      The Company is an Acquisition Company which primarily acquires and
operates deep value power generation assets in North America. The Company's
mission is to create long-term value from deep discount acquisitions through
structuring disciplined acquisitions and hands on post-acquisition asset
management. The Company currently owns power generation assets in California and
is pursuing an aggressive portfolio acquisition and growth strategy of acquiring
small to medium-sized power generating facilities primarily in California,
Texas, the Mid-Atlantic and Northeastern U.S.

      The U.S. power generation sector is fragmented and has recently suffered a
cyclical downturn in most regions, which presents many deep discount acquisition
opportunities. An oversupply of electric generation capacity exists in many
regions of the U.S., which is the result of significant investments in new power
generation over the past decade. As a result, power prices have declined in many
of these overbuilt regions, reducing the value of generation assets. Also, the
increased volatility in fuel prices has had an adverse effect on the few asset
owners that can still trade electricity. The owners and financiers of these
assets, who originally relied on flawed fundamentals and unrealistic
expectations, have experienced considerable financial distress, often leading to
bankruptcy, debt restructuring, asset repossession by lenders, or asset sales.
The Company expects that these companies will continue to divest assets at
discounted prices to obtain liquidity and retire project debt, leading to a
substantial number of high-quality, yet financially distressed assets that are
available for sale.

      The Company believes additional deal flow will be derived from mergers of
large utilities that will require divestitures in regions where the combined
entity would otherwise exert excessive market power. Additionally, many assets
are held by purely financial investors where long-term fixed contracts for
revenues, fuel supply and operations, shield them from operation risk. As those
profitable contracts expire, such financial owners generally will seek to
immediately liquidate their investment. The Company's strategy is to acquire
such assets that are often available at a deep discount and create long-term
value by restructuring, refinancing, managing and operating those assets.

      The Company strives to create long-term value from deep discount
acquisitions through a dual focus on financial structuring and post-acquisition
asset management. The Company's target market consists of small to medium-sized
power generating facilities, located in California, Texas, the Mid-Atlantic and
Northeastern U.S., where many "red zones" (high electricity demand relative to
limited available capacity) are present. These power facilities, as opposed to
"contracted" facilities, compete in the highly volatile unregulated wholesale
markets for power and lack the stability of long term contracts at fixed prices
for both revenues and fuel costs (typically gas or coal). Their assets require
an experienced owner, operator and risk manager who is capable of executing and
administering all of the necessary oversight and controls. On the cost side,
such assets are often burdened with the typical high cost structure of regulated
plants, which include high labor costs, outdated utility supply agreements, and
out-of-the-money tax treatments. The Company believes it will realize a
significant amount of value through restructuring the plant's operations and
maintenance, repair and overhaul contracts, supply and off-take agreements, and
re-aligning the plant's cost structure to its new market-based environment.

      The Company believes that it can compete effectively for deals in its
niche market. The Company believes that most large energy investment firms focus
primarily on acquiring larger regulated and contracted assets. Equipped
primarily with financial engineering skills as opposed to asset operating
experience such as that enjoyed by the Company, such firms have a limited
universe of acquisition targets and greater competition for them. The assets
acquired, therefore, typically have capped cash flows whose primary value
drivers are characterized by low rates of return and lower weighted average cost
of capital. The Company does not believe that such firms will be able to extract
sufficient returns on investment by only employing leverage and exchanging cash
flow risk for credit risk. Competitors for small power generating assets, such
as the Facilities and future the Company targets, are typically more lacking in
management depth and access to capital and deal flow.


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<PAGE>

      The Company has launched its strategy with its acquisition of two such
deep discount generating facilities in the San Diego, California region (each a
"Facility" and collectively, the "Facilities") in January, 2006. The Company is
leveraging the acquisition to enter the California wholesale power and
electricity market, and in particular, the San Diego region, which is currently
a "red zone." The Company acquired the formerly idle Facilities for what it
believes to be a deeply discounted value and believes the Facilities are likely
to appreciate substantially in value following their repair and
re-commissioning. The Company expects the Facilities to be fully re-commissioned
and earning revenues by May 15, 2006.

      The Company expects further value to be added through expanding the
Facilities. The Chula Vista Facility, one Facility acquired, was originally
developed with a view towards supporting two distinct generating units, and
presents an attractive expansion opportunity. The Company has obtained a
preliminary quote to purchase two General Electric LM-6000 turbines at a
discounted price, and for additional ancillary equipment and construction
services to build out a second unit on site - a combined investment of
approximately $50 to 55 million. The combined LM-6000 unit would represent over
twice the capacity of the existing unit (96 MW), and operate much more
efficiently. Accordingly, the LM-6000 unit can be expected to sell energy
profitably during virtually all "peak hours," greatly enhancing expected
revenues and profitability from the Facility. Further growth from the Facilities
may come from replacing the existing units with additional LM-6000 units.

      The Company believes its access to deal flow, primarily from proprietary
sources, provides an additional advantage. The Company continues to screen deal
opportunities received through such sources, and hopes to close on at least one
additional acquisition during 2006. The Company has recently commenced exclusive
due diligence on one such opportunity which it hopes to close by July 2006.

Industry Overview

      The energy industry has immense scope and scale. The energy industry is a
cornerstone of the American economy and the third-largest industry in the U.S.
Generating over $270 billion in revenues in 2004, the industry's total asset
value exceeded $500 billion. The continued successful operation of the industry
is critical for American economic success and national security. Power
generation is a vital component of the industry.

      The Company believes that unprecedented portfolio and individual asset
acquisition and restructuring opportunities exist in the distressed power and
gas markets in the U.S. Significant excess capacity, depressed power prices,
uncertain regulatory structures, excessive debt, and credit rating pressure are
forcing energy and utility companies to re-evaluate their asset portfolios with
an eye on divestitures.


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<PAGE>

                      US Electric Value Chain - 2004 Data
                                [CHART OMITTED]

      Recent History of the U.S. Electric Power Market

      During the early 1990s, the nation embarked on a power market
restructuring program that ended the traditional regulatory guarantee that
utilities would earn a minimum return on investment. Utilities, unsure that they
would be able to recover their investment costs, postponed much of the
construction of new capacity.

      Absent new construction, capacity reserve margins (the excess of available
supply over peak demand for electricity) declined steadily and, by the late
1990s, rising power prices began to reflect the need for additional capacity.
Prices rose moderately in the Northeast from 1999 to 2001, but prices surged in
other regions. The price increases were largest in the West where market
manipulation and shortages drove prices to astronomical levels in 2000 and 2001.

         The rising power prices, combined with new market regulations in some
regions, encouraged investors to install new generation capacity. The year 2002
marked the "high water mark" for capacity additions to the US, as over 66,000 MW
of new installed capacity entered service, with over 200,000 MW in total
entering service from 1998-2004. However, by late 2001, the effects of the
slowing U.S. economy and the new capacity coming on-line combined to drop
wholesale power prices to extremely low levels. The boom and bust cycle was most
evident in the West where the astronomical prices in 2001 were followed with a
price collapse in 2002. Prices bottomed out in early 2002 and then began a slow
rise. This trend suggests that the power generation business is similar in its
cyclical nature to other "high cost of entry" and "long lead time" industries.


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                 Bubble and Correction in the U.S. Power Sector
                               [GRAPHIC OMITTED]

      In addition to excess capacity, there are many other factors that
contributed to the depressed state of the industry. Over expansion into natural
gas powered plants and the unexpected rise in gas prices, highly leveraged
investments and lack of management capability exacerbated the situation.
Historically, power generation assets have been financed with long-term recourse
debt supported by long-term stable revenues backed by power purchase agreements
("PPAs") and "tolling arrangements" (effectively, renting the facility) from
credit worthy utilities and merchants. With the advent of deregulation, such
arrangements were no longer available. Banks chose to finance these new small
power generating assets with a short term debt structure assuming that such debt
could be refinanced in capital markets at some future date after completion and
the plants had an opportunity to develop a track record. Once the power markets
began to deteriorate, non-performing assets left creditors with looming debt
problems. By late 2001, loss of liquidity resulted in failure of nearly all of
the small power generating assets, resulting in bank foreclosures. However,
banks were initially averse to recognizing the impairment of their loan
portfolios and held on to the assets rather than liquidating them. The bid-ask
spreads have started to narrow only recently.

      The U.S. power market is now entering a period of recovery after a
prolonged period of depression. After the market collapse, construction of new
capacity generally ground to a halt. Even with increasing fuel costs, it is
expected that spark spreads (the difference between the price of 1 MW of power
and cost of energy needed to produce it) will increase as demand catches up
again to supply. The pace and depth of that recovery, including anticipated
increases in the value of power generation assets and associated infrastructure,
will vary by asset type and region. The California market is recovering from its
2000 - 2001 energy crisis, and reserve margins (available power supply in excess
of projected peak demand) are already less than desired limits in many regions
within the State. The Company's existing Facilities are well positioned to help
meet this growing demand. Other regions in the U.S., particularly in the
Northeast, face the same challenges and offer similar investment opportunities.
The Company will look for future growth primarily in these regions.


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<PAGE>

Strategy

      The Company will be managed by an experienced team of dedicated investment
professionals with significant sector-specific knowledge and experience in
private equity, structured finance, project finance, commodity pricing, risk
management, and operations in the energy industry to select, acquire and manage
undervalued assets. The principal executives will increase the operational
efficiency of the assets acquired and, hence, their long-term value. It is
expected that this will maximize value for the Company.

      The Company believes that many energy investment firms have focused
primarily on passive equity investments and balance sheet restructurings.
Equipped with largely financial engineering skills, such firms have a limited
universe of acquisition targets. The assets acquired therefore typically have
capped cash flows whose primary value drivers are characterized by low rates of
return and lower weighted average cost of capital.

      The Company differentiates itself from competitors through its dual focus
on structuring asset acquisitions and post-acquisition asset management. To
date, most energy investment platforms have primarily focused on acquiring
regulated and contracted assets. The Company does not believe that investors in
such firms will be able to extract sufficient returns by only employing leverage
and exchanging cash flow risk for credit risk. To create long-term value,
market-based assets require an experienced owner, operator and risk manager who
is capable of executing and administering all of the necessary oversight and
controls. The Company seeks to create long-term value by:

      o     Acquiring undervalued, underperforming power, gas and related energy
            assets with the goal of achieving returns on invested capital in
            excess of 20% by optimizing operational performance of the assets
            acquired;

      o     Making capital improvements to the assets to enhance their earnings
            potential;

      o     Rebuilding and enhancing revenues of, and reducing costs of acquired
            assets;

      o     Pro-actively managing commodity risk to preserve capital; and

      o     Restructuring and optimizing the balance sheets of acquired assets.

      The Company believes that investing in energy sector assets requires more
than financial sophistication. Rather, the Company believes that financial
engineering skills coupled with operational expertise provide the optimal
capabilities to manage the operating and financial risks of capital intensive
assets. The Company is not aware of any other energy company of similar size
that employs the asset and energy management strategy, possesses the same kind
of strategic relationships or possesses the breadth and depth of experience to
compete effectively with the Company. The Company has been developed with these
advantages in mind.

      The Company has observed an increasing number of asset owners defaulting
on their non-recourse debt service obligations and walking away from the
distressed assets, leaving them to be enforced upon as collateral by their
creditors. This process can result in a significant disruption at the plant
level, resulting in the need for immediate management oversight, such as was the
case with the Facilities. Furthermore, many current acquisitions are being made
by entities that are not structured to self-operate and self-manage their assets
to achieve optimal returns. In many such cases, third parties are hired to
operate the plants, resulting in misaligned goals between owners and operators,
without a proper level of oversight.


                                       10
<PAGE>

The Company intends perform the asset management function directly for its
acquired assets. The Company will manage the physical, operational and financial
risks associated with power assets, drawing in part on the expertise of its
management. The Company will closely manage the profits and losses of each
asset, directly negotiate all key operating contracts, and actively monitor all
the vendors as well as plant supervisors and staff.

      Investment Philosophy

      The Company will seek to achieve superior returns by focusing on:

      o     Integrated Operations and Risk Management - The Company will take a
            hands-on approach to asset management, always looking for
            opportunities to enhance operating revenues and reduce costs. The
            Company will also manage the price exposure of its asset mix, and
            execute appropriate hedging strategies to preserve capital.

      o     Disciplined Investment Approach - The Company will focus on
            opportunities where it can add immediate value, and avoid large
            auction processes, so as to ensure a reasonable price range relative
            to expected cash flows. When bidding, the Company intends not to
            exceed disciplined valuation estimates in order to close a potential
            transaction.

      o     Focus on Capital Preservation - An important goal of the Company's
            acquisition strategy will be to preserve capital. The Company does
            not intend to make speculative investments, but will rather focus on
            pursuing superior returns by investing in and properly managing the
            risks associated with its asset portfolio.

      o     Proprietary Deal Flow - The Company will leverage the existing
            relationships of the Company's management with senior management of
            North American power companies, financial institutions and advisors
            to generate deal flow. Additionally, through the Company's prior
            participation in negotiated and private sales in the targeted
            sectors with such sources, the Company expects to be apprised of
            future acquisition opportunities on a real-time basis by various
            intermediaries, including investment banks, business brokers and
            professional consultants. The Company will also seek to utilize,
            wherever appropriate, the relationships, market access and expertise
            of the Company's management and board members to identify investment
            opportunities.

      o     Wide Range of Potential Deals - The Company has developed formal
            relationships with knowledgeable industry players that the Company
            believes will expose it to a wide range of investment opportunities.


      o     Maximizing Upside Potential - The Company intends to maximize upside
            potential through post-acquisition management, control and oversight
            by its' executives.

      Acquisition Considerations

      In general, the Company will address numerous pertinent issues with
respect to each proposed investment, including:

      o     Regulatory climate;


                                       11
<PAGE>

      o     Environmental issues and concerns;

      o     Size;

      o     Competitive landscape;

      o     Capital structure;

      o     Management abilities and staffing levels;

      o     Financial controls and systems; and

      o     Return on investment.

      In the case of investments in projects, such as the contemplated expansion
plans, the Company will also focus on numerous pertinent factors such as:

      o     Regulatory environment;

      o     Permitting issues and process;

      o     Site procurement;

      o     Feasibility studies (commercial, economic and technical);

      o     Contractual framework (terms and conditions);

      o     Risk management programs (including bonding, insurance and hedging);

      o     Potential conflicts between project participants (dispute resolution
            process and procedures);

      o     Estimated time to commencement and completion of implementation;

      o     Reputation, resources, experience and credit capacity of project
            participants;

      o     Offtake and supply arrangements; and

      o     Likely "ramp up" period.

      Diversification

      The Company will consider the effect of diversification when evaluating
acquisition opportunities. Diversification may be achieved by means of fuel mix
and resource requirements, geographic focus, industry, or risk profile of its
investments. On a geographic basis, the Company will make investments
predominantly in California, Texas, the Mid-Atlantic and in the Northeastern
U.S.

      The Company believes its multi-regional focus to be critical. It intends
to focus on markets, predominantly in California, Texas, the Mid-Atlantic and
the Northeast U.S., where "gas is on the margin", meaning that gas-fired plants,
which are typically the highest cost generators, set the wholesale market price
for power and consequently increases in gas prices can be mostly passed on to
the consumer. As noted above, the current investment opportunity was created by
an overbuilding of predominantly gas-fired small power generating plants, which
suffered greatly with the recent sharp increases in natural gas prices.
Accordingly, gas-fired plants are available at fractions of their cost to build.
However, despite the deeply discounted values, to be able to profit from such
opportunities, the gas plants must be in a region where gas plants set the price
for power in order to generate positive cash flows. Such regions also typically
include pockets of "red zones" as described above which are already supply
constrained, further pushing up prices in their region. The Company will also
look at selective coal-fired plants in those regions. While not typically
available at such deep discounts as gas-fired plants, coal plants, with much
cheaper fuel earn substantially greater net margins from energy sales in these
regions and tend to have a more stable revenue stream less susceptible to
commodity price risk.


                                       12
<PAGE>

      Risk Management

      The Company believes that risk mitigation is a proactive function that
preserves asset value if properly executed. The Company will establish policies,
procedures and risk limits to balance the risk/reward relationship of physical
and financial assets, and intends to take a disciplined approach to the
execution of these policies to assist in achieving value preservation.

      The Company will start its risk management program with an evaluation of
the existing contractual portfolio relating to an asset (fuel supply, transport,
physical power sales and financial gas and/or power hedges). The Company intends
to apply a proprietary and market-based modeling approach utilizing forward fuel
and power prices and volatilities to produce scenario analyses for potential
transactions and the then-existing portfolio.

      The Company intends to implement a suitable hedging program as an overlay
to the contract portfolio. Power and fuel hedging transactions may include any
combination of physical, financial forward, and derivative power sales and fuel
purchases. Such hedging transactions may consist of static transactions intended
to meet budgetary and/or risk mitigation objectives, or more dynamic strategies
intended to realize both the intrinsic and extrinsic value of a power or gas
asset. In all cases, the primary purpose of the trading operation is to manage
the market risk associated with its anticipated physical assets. The Company
does not intend to engage in any speculative trading.


                                       13
<PAGE>

                            Risk Management Overview
                               [GRAPHIC OMITTED]]

Existing Assets Owned

      Description of the Existing Facilities

      The Facilities consist of two power generation facilities located in Chula
Vista and Escondido, California. Each Facility has a rated capacity of app. 44
MW and is considered a "peaking facility" in that it is called to run only
during periods of peak power demand. Each Facility is equipped with two Pratt &
Whitney FT4A-9 jet engines, and a spare Pratt & Whitney FT4A-9 jet engine (for a
total of 5) is stored at a neighboring warehouse. The Facilities also include
generators, transformers, other environmental and ancillary equipment, and spare
parts.

      The Facility located in Escondido includes 1.6 acres of land on which the
Facility resides. The Facility located in Chula Vista resides on 3.8 acres
subject to a long-term land lease, which expires in 2007, but is renewable at
the Company's option for up to three additional five year periods. The Company
believes that the market value of the Escondido land and scrap value of the
equipment acquired at both facilities exceeds their carrying value of $3.1
million, inclusive of capitalized acquisition costs.

      Business Opportunity for Facilities

      The Company's base business plan, upon re-commissioning the Facilities by
May 2006, is to qualify the Facilities with the California Independent System
Operator (CAISO) for spinning reserve services and to contract for installed
capacity revenues either through the CAISO or directly with third parties. (see
below - California Independent System Operator for a detailed description).

      The spinning reserve service requires that a facility be both on-line,
providing power to the CAISO grid, and be available and on call to increase
output in the event of an immediate (ten minute) demand for electricity, for
which the CAISO will pay market based clearing prices to the facility regardless
of whether the facility is called upon to provide the additional electricity. In
the event the facility is called upon to provide electricity, the CAISO pays the
market clearing price for this spin service, or the "capacity price" in addition
to purchasing the actual electricity provided at the greater of cost or market
price, referred to as the "energy price." The Company's revenue assumptions for
this spin service are based on a two year history of daily market clearing
prices per the CAISO.


                                       14
<PAGE>

      In addition to spinning reserves, there is a market for non-spinning
reserves, which operates the same way, except that the generator is not yet
running and synchronized to the grid, or not "spinning." Historically, spinning
reserves have provided a substantial premium to non-spinning reserves. However,
should this trend reverse, whether a long term or short term effect, the Company
will have the option to provide this service in lieu of spinning reserves.

      An additional source of revenues available to the Company is installed
capacity revenues, which are available to all generators in California.
Effective June 1, 2006, the California Public Utilities Commission requires that
each utility (or any other retail electricity providers) serving customers in
the State reserve specific sources of power generation sufficient to cover 115%
of its expected peak demand. This requirement is first satisfied by any specific
contracts such utility may have already in place with generators either directly
or through CAISO sponsored programs. For any remaining shortfall and in order to
specifically meet this requirement, the utility must find additional generators,
not already contracted for themselves, to enter into "Reliability Adequacy"
("RA") contracts. Such contracts simply link the generator to the retail
provider on an exclusive basis strictly for purposes of meeting this
requirement, and do not otherwise bind the generator to provide electricity or
other services exclusively to the counterparty, or in any way inhibit the
generator from earning other market based revenues. The Company is in
discussions with several small retail service providers to provide such RA
contracts for the period from June to December 2006. However, as the Company
believes the pricing will improve, or other capacity contract options will be
available to it prior to June 1, it has not bound itself to any party yet.

      The Company believes that the payments from spinning reserve and capacity
services alone will provide the majority of revenues, and that it can operate
profitably in the absence of any electricity sales. Accordingly, the Company
expects to have minimal exposure to commodity price risk.

      That said, market electricity sales are expected during high price peak
periods. The Company has obtained independently generated projections from
Calpine Energy Services ("CES") for the expected net revenues from electricity
sales over the next ten years given the specific operating characteristics of
the Facilities. To be conservative, the Company believes that only a portion of
such revenues will actually be realized. Furthermore, such sales may be offset
in part by the loss of capacity payments for those periods should the Company
decide to contract with a third party at a fixed price instead of taking market
prices from the CAISO (such decision to be made on a daily basis with a view to
maximizing revenues).

      As demand in the San Diego region is already straining existing supply,
CES projects increasing revenues for the Facilities over the next 4-5 years.
However, the increasing supply shortage and CAISO market improvements expected
to take effect during 2006 and 2007 are expected to result in new construction
of power generating assets. The new capacity will serve to reverse the trend of
increasing prices and spark spreads, representing the gross margin of price per
megawatt-hour of electricity over the cost of fuel required to generate it. This
new capacity is not expected to have a material impact on market prices until
2010. Therefore, the Company forecasts a decline in revenues beyond 2010, and a
re-powering of the Facilities required to maintain their competitive position.


                                       15
<PAGE>

      The Facilities have no direct employees and primary operations including
Energy Management and Operations & Maintenance are fully contracted with third
parties at competitive rates, and overseen closely by the Company. Upon
expiration of their initial terms, Energy Management and Operations &
Maintenance services will be put to bid among several firms with which the
Company has strong relationships. The Company will actively manage the
contractors and make all key operating and financial decisions.

      Expansion and Growth Opportunities

      The Chula Vista Facility was originally developed with a view towards
supporting two distinct generating units, and presents an attractive expansion
opportunity. The Company has obtained a preliminary quote to purchase two
General Electric LM-6000 turbines at a discounted price, and for additional
ancillary equipment and construction services to build out a second unit on site
- a combined investment of approximately $50-55 million. The LM-6000 units
combined will generate greater capacity than the existing unit (96 MW), and
operate much more efficiently. The LM-6000 unit will have a heat rate of
approximately 9 MMBtu/MWh compared to 14.5 MMBtu/MWh for the existing Facility -
in other words, it can produce electricity for approximately 60% of the cost of
the existing unit. Based on this level of efficiency, the LM-6000 unit can be
expected to sell energy profitably during virtually all "peak hours," greatly
enhancing expected revenues.

      The LM-6000's will also qualify for capacity and for spinning reserve
services (during off-peak hours) as well. While requiring substantial additional
capital, the expansion can be expected to greatly enhance the Company's net
revenues and cash flows. Furthermore, the Company believes it may be possible to
include two such LM-6000 units on site without impacting the existing Facility,
allowing it to run and generate revenues during the construction period.

      Upon successful completion of the initial LM-6000 expansion, the Company
would then seek to scrap the original generating unit. It would next look to
replace the Escondido unit with an additional LM-6000. The Company would seek to
complete the expansion and upgrades one at a time, so as not to be overly
disruptive to the Company's operations, and to revisit the market projections at
each phase.

      California Independent System Operator (CAISO):

      Independent System Operators (ISOs) were created upon the deregulation of
the utility industry to serve as regional non-profit organizations that ensure
reliable transmission system operation and to operate the energy market to
foster reasonable energy costs for electricity consumers in their region. For
consumers, the ISO ensures that their electrical needs are met around-the-clock
at a reasonable price. For energy companies, the ISO ensures equal access to
transmission lines. The ISO never buys or sells electricity by itself but acts
as an electronic auction house to match supply with demand. The California ISO
(CAISO) serves the California market in which it currently operates and which
will be a source of potential growth for the Company. Other ISOs perform a
similar function in other regions targeted by the Company, and while each ISO
has its own specific rules, the below description of the CAISO is generally
representative of such other regional markets.

      Energy Market:

      The CAISO Energy Market operates much like a stock exchange, with market
participants establishing a price for electricity by matching supply and demand.
The Energy Market consists of Day-Ahead and Real-Time Markets. The Day-Ahead
Market is a forward market in which hourly prices are calculated for the next
operating day based on generation offers, demand bids and scheduled bilateral
transactions.


                                       16
<PAGE>

      The Real-Time Market is a spot market in which current prices are
calculated at five-minute intervals based on actual grid operating conditions.

      In both the Day-Ahead and Real-Time markets, CAISO runs the bids to arrive
at a market clearing price by aggregating the lowest bids available until the
required capacity is available. All successful bidders are then paid for their
energy at this market clearing price upon delivery of the power at the times
specified. The market clearing price is subject to a $400/MWh cap imposed by the
California Public Utilities Commission.

                             Market Clearing Price
                                [GRAPHIC OMITTED]

      On a long-term basis, the CAISO has indicated its intent to adopt a nodal
pricing model similar to that of PJM Interconnect (the ISO for the mid-Atlantic
region). In such a model, the market clearing prices for the larger region
(Southern California excluding Los Angeles, or "SP-15" as known to CAISO, in our
case) are adjusted up or down on a micro-regional basis based on the
supply/demand and transmission constraints applicable to the particular
sub-region. Independent research obtained by the Company predicts the San Diego
region to remain capacity constrained relative to other SP-15 regions over the
next ten years such that the locational pricing is expected to be accretive once
enacted.

      Ancillary Services Market:

      Ancillary services are the provision of reserve energy generation capacity
that is available to be dispatched when the unexpected happens, such as a power
plant failure or a sharp rise in demand for power. This capacity can be bought,
sold and dispatched within seconds, minutes or hours. The primary ancillary
services are procured by the CAISO daily in day-ahead and hour-ahead forward
markets or auctions.


                                       17
<PAGE>

      The three primary ancillary services are:

      o     Spinning Reserves: Generation that is already on-line, or
            "spinning," with additional capacity that is capable of ramping over
            a specified range within 10 minutes and running for at least two
            hours.

      o     Non-spinning Reserves: Generation that is available but not on-line,
            that is capable of being synchronized and ramping to a specified
            level within 10 minutes, and then capable of producing dispatched
            energy for at least two hours.

      o     Regulation: Generation that is already up and running (synchronized
            with the power grid) and that can be increased or decreased
            instantly to keep energy supply and energy use in balance.

      Regulatory Environment

      In addition to the regional ISO's, power generators, as well as utilities
and the ISO's themselves, are subject to regulation by the Federal Energy
Regulatory Commission (FERC). The FERC must approve all changes of ownership of
power generating facilities, as well as such facilities' ability to sell power
in the wholesale markets, in order to protect against any one company obtaining
"market power" within a particular geographic region such that they can
unilaterally manipulate electricity prices in that region. While subject to such
provisions, the Company expects such approvals to be a formality for the
foreseeable future given its current size.

      In addition, power generators are subject to the Clean Air Act and other
environmental regulations. Under the clean air act, local Air Pollution Control
Boards, have the mandate to set emission limits on power generators and other
industrials that generate air emissions, including primarily sulfur dioxide,
nitrous oxide, and carbon dioxide. Air permits are generally transferable with a
change of ownership of a particular facility, however, are otherwise difficult
to obtain and are strictly enforced. The Facilities, and other potential
targets, are also subject to regulations on the use of hazardous materials,
waste water emissions, and ground contamination. All such licenses and permits
required to operate the Facilities have been successfully obtained or
transferred to the Company.

Employees

      On the Closing Date, the two officers of High Tide on the Closing Date
resigned, and the three principal officers were appointed by the Board. The
three new principal officers of the Company entered into employment agreements
with the Company for a period of three to five years. The employment agreements
are discussed on page 33 under "Executive Compensation." As of May 15, 2006,
there were no other employees. Immediately following the Closing Date, the
Company expects to hire two additional full-time employees for a total of five.
We expect that none of the employees will be represented by a labor union.

Legal Proceedings

      From time to time the Company may be named in claims arising in the
ordinary course of business. Currently, no legal proceedings or claims are
pending against or involve the Company that, in the opinion of management, could
reasonably be expected to have a material adverse effect on its business and
financial condition.


                                       18
<PAGE>

Available Information

      We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Reports filed with the SEC
pursuant to the Exchange Act, including proxy statements, annual and quarterly
reports, and other reports we file, can be inspected and copied at the public
reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Investors may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. Investors can request
copies of these documents upon payment of a duplicating fee by writing to the
SEC. The reports we file with the SEC are also available on the SEC's Internet
site (http://www.sec.gov).

                                  RISK FACTORS

      An investment in shares of Common Stock is highly speculative and involves
a high degree of risk. Only those investors who can bear the risk of loss of
their entire investment should participate. In addition to the other information
in this Memorandum, prospective investors should carefully consider the
following risk factors in evaluating an investment in the Company, although
these are not the only risk factors faced by the Company.

Risks Related to the Company

      The Company has a limited operating history.

      The Company was recently formed to acquire certain power generation
electricity facilities, which remain in the recommissioning stage. The Company
has a very limited operating history and, to date, has not earned any revenues.
Accordingly, it may be difficult for you to make an evaluation of our business
prospects.

      The Company's business is dependent on the implementation of our business
plan, including the future expansion of the power generation electricity
facilities and our ability to make future investments. There can be no assurance
that our efforts will ultimately be successful or result in revenues or profits.
There is no assurance that investors will not lose their entire investment.

      The Company may be unable to generate sufficient operating cash flow.

      The Company may not be able to reach long-term purchase agreements for our
generating capabilities. In the absence of appropriate purchase agreements from
creditworthy parties, the Company's economic model can be significantly impaired
by lower than anticipated demand and/or price for its output. This risk is
particularly acute in the early years of the Company's operating life when debt
service obligations may be high. The Company's failure to generate sufficient
operating cash flow may lead to financial default, which could result in the
failure of its business. There can be no assurance that the Company will be able
to enter into long-term purchase agreements or that any such purchase agreements
will adequately mitigate such risks. The economics of our existing power
generation electricity facilities and future projects may also be adversely
affected by higher than anticipated operating costs.

      The Company is subject to significant commodity pricing risk.

      The Company is subject to risks associated with the wholesale power
business including the price and supply of fuel, competition from new sources of
generation, excess generation capacity and demand for power, all of which impact
the price for power. There can be significant volatility in market prices for
fuel and electricity, and there are other financial, counterparty and market
risks that are beyond the control of the Company. It's inability or failure to
effectively hedge its assets or positions against changes in commodity prices,
interest rates, counterparty credit risk or other risk measures could
significantly impair its future financial results. In keeping with industry
trends, the Company's power generation facilities may operate wholly or
partially without long-term power purchase agreements. As a result, power from
these facilities may be sold on the spot market or on a short-term contractual
basis, which may affect the volatility of the Company's financial results.


                                       19
<PAGE>

      The Company may enter into financial contracts that are subject to
substantial credit risk.

      The Company may enter into financial contracts with third parties in
connection with contingent risk transfers or hedging arrangements to mitigate
its commodity price risk. There is no minimum credit standard required for the
Company's investment in any such security or any other financial instrument or
the counterparty's credit standing, in the case of financial contracts, and
many, if not all, of the financial contracts with third parties are expected to
be illiquid or non-transferable and non-investment grade or non-rated.

      Furthermore, such financial contracts will require that we and/or our
subsidiaries meet certain credit requirements. There can be no assurances that
the Company will be able to meet such credit requirements for all such hedging
strategies it wishes to employ.

      The Company may be unable to adequately maintain its operating facilities.

      The Company's financial performance is subject to numerous technical and
operational risks, including the risk of mechanical breakdown, spare parts
shortages, availability of transmission lines or pipelines, failure of equipment
to perform according to design specifications and other unanticipated events
which adversely affect operations. While the Company will seek to outsource its
day to day operations to creditworthy and appropriately bonded and insured third
parties (e.g. contractors and suppliers) who will bear some of such risk, there
can be no assurance that any or all such risk can be mitigated or that such
parties, if present, will perform their obligations. In addition, the Company's
business may depend upon transmission facilities owned and operated by others;
if transmission is disrupted or capacity is inadequate or unavailable, the
Company's ability to sell and deliver its wholesale power may be limited.

      Furthermore, the Company's financial performance in the near term is
heavily dependent on the successful and timely completion of the repair and
re-commissioning process at the Facilities. While the Company is near completion
of this process, it has not yet test fired the Facilities, and there can be no
assurance that the Facilities will operate as and when expected.

      The Company may be unable to obtain additional capital in the future.

      The Company will need additional capital in the future to execute its
business plan, which capital may not be available on reasonable terms or at all.
The Company will need to raise additional funds through debt or equity
financings in order to meet our various growth objectives including but not
limited to:

      o     acquisitions of new assets;
      o     making capital improvements to the Company's power generating
            facilities, including the LM 6000 expansion;
      o     making unexpected major repairs or overhauls;
      o     complying with regulatory requirements such as licensing and
            registration; or
      o     maintaining compliance with applicable laws.

      Any such additional capital requirements may result in the need for
additional equity financing that may be dilutive.


                                       20
<PAGE>

      The Company has significant debt obligations.

      The Company has obtained debt financing of $3,000,000, with an undrawn
$500,000 line of credit, from a commercial lender. As a result, the Company has
a moderate degree of leverage, and the lender has a secured interest in all of
our assets, including the Facilities. Furthermore, the Company intends to
utilize leverage and incur additional debt in order to achieve its growth
strategy.

      Leverage has the effect of potentially increasing our losses. If the
Company's income and appreciation are less than the required interest and
principal payments on the borrowings, The Company's value, and thus the value of
its net assets, may decrease or, in extreme cases, the lender could obtain the
equity and the Company could suffer a total loss. Moreover, any material
increase in interest rates and/or risk margins could have a detrimental effect
on our earnings, to the extent not adequately hedged. Accordingly, any events
which adversely affects our value may be magnified to the extent we are
leveraged.

      The Company's facilities secure the existing bank financing, and future
assets acquired will likely secure any new debt obligations and could be
foreclosed upon under certain circumstances, including due to any unremedied
default pursuant to the loan documentation.

      High Tide may have liabilities arising from its prior business.

      Simultaneous with the closing of this Offering, High Tide will acquire the
business of the Company pursuant to the Merger and, with the proceeds of this
Offering, will continue the existing business operations of MMC America as a
publicly-traded company. Although MMC North America will conduct due diligence
of High Tide, there is a risk that the Company could be liable for liabilities
arising from the prior business of High Tide.

      The Company target investments in high-risk projects.

      The Company is targeting power assets that are undergoing construction,
operational, financial or other difficulties, including projects that are in
default under their financing documentation or other agreements. While such
power assets may present opportunities for high returns (and may be purchased at
a substantial discount), there is no assurance that such assets will result in
such returns. Investments in troubled assets generally will require more
extensive time commitments on the part of our management and carry a greater
risk that the relevant asset may fail.

      The Company may be unable to find and consummate suitable investments,
which would adversely affect our growth prospects.

      The Company's growth prospects depend largely on the ability of its
management to source, screen, select and make investments that it believes meet
our investment strategy, guidelines and policies. The availability of such
opportunities will depend upon (among other things) financial, market, business
and economic conditions and governmental policies.

      Although the Company believes that suitable opportunities consistent with
its investment objectives currently exist, there can be no assurance that it
will be able to identify and consummate a sufficient number of opportunities to
achieve its growth objectives, or to diversify the investments, even to the
limited extent described herein. Further, none of the Company's deal sources
have any affirmative obligation to seek, or present to us, opportunities for
investments.


                                       21
<PAGE>

      The demand for electricity follows seasonal weather patterns and is
dependent on weather conditions.

      The demand for electricity follows broad seasonal demand patterns, with
peak demand in summer months to run residential and commercial air conditioning
units. Accordingly, prices for electricity, as well as the related ancillary
services, are highest during the summer months. Since our existing facilities in
California are "peakers" as described below, they are typically called to run
only during peak seasonal periods. Accordingly, the seasonality of the Company's
revenues will be further accentuated, particularly in the near term since the
Facilities currently are the Company's only power-generating assets. Weather
conditions directly influence the demand for electricity and natural gas and
affect the price of energy commodities, and can affect the cost of production of
electricity at competing companies that use wind and hydro-power technologies.

      In addition, severe weather can be destructive, causing outages and/or
property damage, which could require that additional costs be incurred.
Furthermore, the Facilities, and possibly additional assets acquired in the
future, are subject to the risk of earthquakes in the State of California. The
Company believes it has adequate insurance coverage to mitigate this risk.

      The Company faces intense competition from entities with greater financial
resources that it has.

      The Company may be competing for investments against other groups,
including other independent power producers, private equity investment and hedge
funds, large and well-capitalized industrial groups, project developers and
operators, contractors, equipment suppliers, commercial, investment and merchant
banks, and insurance and reinsurance companies, some of which will have greater
resources than the Company. It is possible that competition for appropriate
investment opportunities may increase, thus reducing the number of opportunities
available and adversely affecting the terms upon which investments can be made.

      Furthermore, such other groups could finance new projects that compete in
the local markets in which the Company's facilities or planned projects operate.
Such new projects could compete in the wholesale market with and impact the long
term profitability of the Company's assets.

      The Company may incur significant fees in connection with transactions
that are not consummated.

      In many instances, the Company will engage outside consultants and
advisers, including legal, financial and technical advisers, to assist us in
connection with making, operating or disposing of its investments. The costs of
providing these services are expected to be material. There can be no assurance
that the Company will close all transactions on which material costs are
incurred. All such costs for deals not consummated will be expensed. These
amounts may be significant and could have an adverse impact on the Company's
financial results from operations.

      The Company's ability to take certain actions may be restricted by the
terms of our indebtedness.

      The covenants in the Company's debt documents may adversely affect its
ability to finance future operations or capital needs or to engage in other
business activities. These covenants limit or restrict the Company's ability and
the ability of its subsidiaries, under certain circumstances, to:

      o     incur additional debt;

      o     pay dividends and make distributions;


                                       22
<PAGE>

      o     repurchase our common stock or subordinated indebtedness prior to
            maturity;

      o     make certain investments;

      o     create liens on our assets;

      o     transfer or sell assets;

      o     enter into transactions with affiliates;

      o     issue or sell stock of subsidiaries; or

      o     merge or consolidate.

      The Company is subject to strict environmental rules and regulations which
are costly to comply with and subject to change.

      The Company's revenues depend predominantly on the California Independent
System Operators, or CAISO requirements for electricity to meet demand, and its
rules and regulations for providing such electricity. A part of its revenue
depends on successfully bidding to provide reserve generation capability and the
other part depends on negotiating to provide other ancillary services demanded
by CAISO. Accordingly, CAISO's forecasts on required energy needs in California
power market can significantly impact the Company's earnings potential. The
Company's business could be materially and adversely affected as a result of any
changes the CAISO's market rules and regulations that impose more comprehensive
or stringent requirements on its power generating facilities. There can be no
assurances that the Company's facilities will meet such future requirements.

      In addition, the Company may acquire power generating assets in regions
controlled by Independent System Operators, or ISOs other than CAISO. Such ISOs,
while having a similar mandate, each have their own specific rules to follow.
There can be no assurances that the Company can meet such additional rules.

      Failure to comply with any environmental, permitting and regulatory laws
enforced by local, state and federal agencies covering territories in which we
may invest in the future, could have adverse effects on us, including imposition
of cleanup liens and fines and expenditures to bring our facilities into
compliance.

      Although contamination from petroleum products does not subject parties to
liability under the Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA, if certain substances that are regulated under CERCLA
were discovered in the soil or groundwater of the Company's facilities' sites,
we could be responsible for the investigation and removal of such substances.
Although the Company did not assume liability under the lease for conditions
existing on the Chula Vista Facility site prior to the term of the lease, there
can be no assurance that responsibility for costs of the investigation or
removal of certain substances would not be imputed to the Company under CERCLA.

      The Company's failure to obtain permits necessary to operate our
facilities could have a material adverse effect on its operations and revenues.

      The Company is responsible for obtaining various permits and other
regulatory approvals required for the operation of its power generating
facilities. The Company has obtained all material permits and other regulatory
approvals currently required to operate the facilities. The renewal, extension
or obtaining of permits and approvals for the facilities, included those
required to expand the facilities as currently contemplated, are and may be
subject to contest or appeal under federal or state law and failure to comply
with such permits and approvals, or delay in obtaining or maintaining in full
force and affect any such permits and approvals, could prevent the operation of
the facilities, sales of power, or deliveries of fuel to the facilities or could
result in fines or other additional costs. There can be no assurance that, if
any such failure, contest or appeal occurs and the contest or appeal is finally
determined adversely to the Company, such determination would not materially and
adversely affect its financial results.


                                       23
<PAGE>

      The Company will be subject to the statutory and regulatory requirements
applicable to it and the assets that it owns or operates. These requirements
will include those imposed by zoning, environmental, safety, labor and other
regulatory or political authorities. Failure to obtain or a delay in the receipt
of relevant governmental permits or approvals, including (where applicable)
appropriate enabling legislation, could hinder the Company's operations and
cause it to incur fines or additional costs. Permits and approvals may be costly
and/or time-consuming to obtain. Moreover, the adoption of new laws or
regulations, or changes in the interpretation of existing laws or regulations or
changes in the persons charged with political oversight, could have a material
adverse effect upon us.

      The Company may be unable to attract and retain key personnel.

      The Company's success will depend in large part on the performance of the
managers, officers and other personnel of its subsidiary, MMC Management, LLC,
and the ability of MMC Management to retain individuals with the relevant
expertise to successfully manage the Company. The loss of any key personnel or
the material diversion of the time commitment of such personnel to matters other
than those relating to the Company could have a material adverse effect on our
performance.

      The Company is highly dependent on third-parties to operate its facilities
and its business.

      The Company is dependent upon third parties to, among other things: (a)
provide energy management services; (b) provide operations and maintenance
support; and (c) provide the fuel and other goods and services necessary for the
Facilities to generate electrical energy. The Company depends upon third parties
to provide energy management services, operations and maintenance support and to
transport natural gas. Any material breach to the contracts by any of the above
third parties could adversely affect The Company's ability to profitably operate
its power generating facilities. The third parties also have the right to
terminate or withhold payments or performance upon occurrence of certain events
specified in mutually agreed upon contracts. In addition, bankruptcy or
insolvency of third parties could also result in nonperformance or nonpayment of
such party's obligations to us and could adversely affect the Company's
operations and revenues.

      The Company cannot guarantee an adequate supply of natural gas to operate
its facilities.

      The Company's facilities are dependent upon natural gas for their fuel
supply, and a substantial portion of our operating expenses will consist of the
costs of obtaining natural gas. The Company has in place a non-binding letter of
intent for the supply and transportation of gas to satisfy all of the
Facilities' expected gas needs, subject to final documentation. A failure to
execute a final binding agreement with the gas supplier, or nonperformance of
gas suppliers, gas transporters or pipeline interruptions could result in
reduced operating levels, increased costs or, possibly, a complete shutdown of
the Company's facilities.

      Future power plants acquired will be subject to similar risks for fuels
supply, whether gas, coal or other fuel.

      We may invest in new development or material expansion projects.

      Investing in projects of the type contemplated by our investment strategy,
such as the Chula Vista expansion entails the assumption of numerous project
risks usually without recourse to the general credit of a project sponsor,
including (without limitation) construction, environmental, regulatory,
permitting, commissioning, start-up, operating, economic, commercial, political
and financial risks. A portion of the investments that we make may be in
projects, involving risks of failure to obtain or substantial delay in
obtaining: (i) needed regulatory, environmental or other approvals or permits;
(ii) financing; and (iii) suitable construction, equipment supply, operating and
offtake contracts. Further, there is no assurance that the projects in which we
invest at any stage will operate profitably and/or will generate cash flow
sufficient to service their debt or provide a return on or recovery of amounts
invested therein. Many of these risks are also prevalent in operating company
investments insofar as an operating company's performance may be dependent on
the performance of one or more specified projects or specified industry sectors
and the following discussion is applicable to operating companies to such
extent.


                                       24
<PAGE>

Risks Related to Our Common Stock

      The Company has broad discretion over the use of a significant portion of
the net proceeds of this Offering. The Company's management will determine, with
its Board of Directors, but without the need for stockholder approval, how to
allocate a significant portion of these proceeds. If it does not wisely allocate
the proceeds, its business plan could be seriously impacted.

      The Company has broad discretion to allocate a significant portion of the
net proceeds of this Offering, subject to certain limitations imposed by the
parties arranging this Offering. The timing and amount of the Company's actual
expenditures are subject to change and will be based on many factors, including:

      o     competition, market and other developments;
      o     the ability of the Company to attract and retain quality employees;
      o     the ability of the Company to implement its sales, marketing,
            product development, manufacturing and investor/public relations
            plans; and
      o     the on-going accounting, legal and other costs of being a
            publicly-traded company.

      There is no active public market for the Company's Common Stock, and
prospective investors may not be able to resell their shares at or above the
offering price, if at all.

      Although the Company's Common Stock is currently quoted for trading on the
NASD's OTC Bulletin Board, there currently is no active public market for the
Common Stock. An active public market for the Common Stock may not develop or be
sustained after the Merger. The offering price of this Offering is not
indicative of future market prices.

      Investors purchasing shares of Common Stock in this Offering will pay a
price that was not established in a competitive market. The public market may
not agree with or accept this valuation, in which case investors may not be able
to sell their Common Stock at or above the offering price, if at all. The market
price of the Common Stock may fluctuate significantly in response to factors,
some of which are beyond the Company's control, including the following:

      o     Actual or anticipated variations in operating results;

      o     The limited number of holders of the Common Stock, and the limited
            liquidity available through the OTC Bulletin Board;

      o     Changes in financial estimates by securities analysts;

      o     Changes in the economic performance and/or market valuations of
            other energy companies;


                                       25
<PAGE>

      o     The Company's announcement of significant acquisitions, strategic
            partnerships, joint ventures or capital commitments;

      o     Additions or departures of key personnel; and

      o     Sales or other transactions involving the Company's capital stock.

      Because the Company is becoming public by means of a reverse merger with
an existing company, it may not be able to attract the attention of major
brokerage firms and, as a public company, will incur substantial expenses.

      Additional risks may exist since the Company will become public through a
"reverse merger." Security analysts of major brokerage firms may not provide
coverage of the Company. No assurance can be given that brokerage firms will
want to conduct any secondary offerings on behalf of the Company in the future.

      As a result of the Merger, the Company will become a wholly-owned
subsidiary of the Company, which is a publicly-traded company, and, accordingly,
subject to the information and reporting requirements of the U.S. securities
laws. The U.S. securities laws require, among other things, review, audit and
public reporting of the Company's financial results, business activities and
other matters. Recent SEC regulation, including regulation enacted as a result
of the Sarbanes-Oxley Act of 2002, has also substantially increased the
accounting, legal and other costs related to becoming and remaining an SEC
reporting company. The public company costs of preparing and filing annual and
quarterly reports, and other information with the SEC and furnishing audited
reports to stockholders will cause the Company's expenses to be higher than they
would be if it remained privately-held and did not enter into the Merger. In
addition, the Company will incur substantial expenses in connection with the
preparation of the registration statement and related documents with respect to
the registration of the shares issued in this Offering. These increased costs
may be material and may include the hiring of additional employees and/or the
retention of additional advisors and professionals. Failure by the Company to
comply with the federal securities laws could result in private or governmental
legal action against the Company and/or its officers and directors, which could
have a detrimental effect on the business and finances of the Company, the value
of the Company's stock and the ability of stockholders to resell their stock.

      The Common Stock may be considered "a penny stock" and may be difficult to
sell.

      The SEC has adopted regulations which generally define "penny stock" to be
an equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to specific exemptions.
Initially, the market price of the Common Stock is likely to be less than $5.00
per share and therefore may be designated as a "penny stock" according to SEC
rules. This designation requires any broker or dealer selling these securities
to disclose certain information concerning the transaction, obtain a written
agreement from the purchaser and determine that the purchaser is reasonably
suitable to purchase the securities. These rules may restrict the ability of
brokers or dealers to sell the Common Stock and may affect the ability of
investors to sell their shares. In addition, since the Common Stock is currently
traded on the NASD's OTC Bulletin Board, investors may find it difficult to
obtain accurate quotations of the Common Stock and may experience a lack of
buyers to purchase such stock or a lack of market makers to support the stock
price.

      A significant number of the Company's shares will be eligible for sale,
and their sale could depress the market price of the Company's stock.

      Sales of a significant number of shares of the Common Stock in the public
market following this Offering could harm the market price of the Common Stock.
As additional shares of the Common Stock become available for resale in the
public market pursuant to the registration of the Common Stock issued in this
Offering, and otherwise, the supply of the Common Stock will increase, which
could decrease its price. Some or all of the shares of Common Stock may be
offered from time to time in the open market pursuant to Rule 144, and these
sales may have a depressive effect on the market for the shares of Common Stock.
In general, a person who has held restricted shares for a period of one year
may, upon filing with the SEC a notification on Form 144, sell into the market
Common Stock in an amount equal to the greater of 1% of the outstanding shares
or the average weekly number of shares sold in the last four weeks prior to such
sale. Such sales may be repeated once each three months, and any of the
restricted shares may be sold by a non-affiliate after they have been held two
years.


                                       26
<PAGE>

      The securities sold in this Offering will be "restricted" securities that
have not been registered under federal or state securities laws and will not be
freely transferable. Purchasers of these securities must be prepared to bear the
economic risks of investment for an indefinite period of time since the
securities cannot be sold unless they are subsequently registered or an
exemption from registration is available. The Company will sign a Subscription
Agreement with each subscriber for Common Stock pursuant to which it will grant
certain registration rights under the Securities Act with respect to the Common
Stock. See "The Offering."

      The Company's principal stockholders will have significant voting power
and may take actions that may not be in the best interests of other
stockholders.

      After this Offering, the Company's officers, directors, principal
stockholders and their affiliates will control a significant percentage of the
outstanding Common Stock. If these stockholders act together, they will be able
to exert significant control over the Company's management and affairs requiring
stockholder approval, including approval of significant corporate transactions.
This concentration of ownership may have the effect of delaying or preventing a
change in control and might adversely affect the market price of the Common
Stock. This concentration of ownership may not be in the best interests of all
the Company' stockholders.

      The Company may need additional funding and such funding may not be
available. If such funding is available, it may not be offered to the Company on
satisfactory terms.

      The Company cannot assure investors that additional financing will not be
needed beyond its current and projected needs or will be available when required
and, if available, that it will be on terms satisfactory to the Company. Future
financings may be dilutive to existing Company stockholders. If the Company is
unable to generate sufficient cash flow and is otherwise unable to obtain funds
necessary to meet its projected funding requirements, this would have a material
adverse effect on the business, financial results and results of operations of
the Company.

      Investors should not anticipate receiving cash dividends on the Company's
stock.

      The Company has never declared or paid any cash dividends or distributions
on its capital stock. The Company currently intends to retain its future
earnings to support operations and to finance expansion and therefore does not
anticipate paying any cash dividends on the Common Stock in the foreseeable
future.

      Our Management Team Does Not Have Extensive Experience in Public Company
Matters.

      Our management team has had limited public company management experience
or responsibilities, which could impair our ability to comply with legal and
regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable
federal securities laws including filing required reports and other information
required on a timely basis. There can be no assurance that our management will
be able to implement and affect programs and policies in an effective and timely
manner that adequately respond to increased legal, regulatory compliance and
reporting requirements imposed by such laws and regulations. Our failure to
comply with such laws and regulations could lead to the imposition of fines and
penalties and further result in the deterioration of our business.


                                       27
<PAGE>

      We May Not Be Able To Effectively Manage Our Growth.

      Our strategy envisions expanding our business. If we fail to effectively
manage our growth, our financial results could be adversely affected. Growth may
place a strain on our management systems and resources. We must continue to
refine and expand our business development capabilities, our systems and
processes and our access to financing sources. As we grow, we must continue to
hire, train, supervise and manage new employees. We cannot assure you that we
will be able to:

      o     meet our capital needs;

      o     expand our systems effectively or efficiently or in a timely manner;

      o     allocate our human resources optimally;

      o     identify and hire qualified employees or retain valued employees; or

      o     incorporate effectively the components of any business that we may
            acquire in our effort to achieve growth.

      If we are unable to manage our growth and our operations, our financial
results could be adversely affected.

                        2. MANAGEMENT'S PLAN OF OPERATION

      The Company is an energy management company formed in February 2005 to
acquire and actively manage deep value assets in the U.S. power generation
industry. Following the Merger, the Company will continue to run its business
operations substantially the same as the business operations of MMC North
America were run prior to the Merger.

      The U.S. power generation sector is fragmented and has recently suffered a
cyclical downturn in most regions, which presents many deep discount acquisition
opportunities. An oversupply of electric generation capacity exists in many
regions of the U.S., which is the result of significant investments in new power
generation over the past decade. As a result, power prices have declined in many
of these overbuilt regions, reducing the value of generation assets. Also, the
increased volatility in fuel prices has had an adverse effect on the few asset
owners that can still trade electricity. The owners and financiers of these
assets, who originally relied on flawed fundamentals and unrealistic
expectations, have experienced considerable financial distress, often leading to
bankruptcy, debt restructuring, asset repossession by lenders, or asset sales.
The Company expects that these companies will continue to divest assets at
discounted prices to obtain liquidity and retire project debt, leading to a
substantial number of high-quality, yet financially distressed assets that are
available for sale.

      The Company strives to create long-term value from deep discount
acquisitions through a dual focus on financial structuring and post-acquisition
asset management. It's target market consists of small to medium-sized power
generating facilities, located in California, Texas, the Mid-Atlantic and the
Northeastern U.S., where many "red zones" (high electricity demand relative to
limited available capacity) are present. These power facilities, as opposed to
"contracted" facilities, compete in the highly volatile unregulated wholesale
markets for power and lack the stability of long term contracts at fixed prices
for both revenues and fuel costs (typically gas or coal). Their assets require
an experienced owner, operator and risk manager who is capable of executing and
administering all of the necessary oversight and controls. On the cost side,
such assets are often burdened with the typical high cost structure of regulated
plants, which include high labor costs, outdated utility supply agreements, and
out-of-the-money tax treatments. The Company believes it will realize a
significant amount of value through restructuring the plant's operations and
maintenance, repair and overhaul contracts, supply and off-take agreements, and
re-aligning the plant's cost structure to its new market-based environment.


                                       28
<PAGE>

      The Company believes that it can compete effectively for deals in its
niche market. It believes that most large energy investment firms focus
primarily on acquiring larger regulated and contracted assets. Equipped
primarily with financial engineering skills as opposed to asset operating
experience such as that enjoyed by the Company, such firms have a limited
universe of acquisition targets and greater competition for them. The assets
acquired, therefore, typically have capped cash flows whose primary value
drivers are characterized by low rates of return and lower weighted average cost
of capital. The Company does not believe that such firms will be able to extract
sufficient returns on investment by only employing leverage and exchanging cash
flow risk for credit risk. Competitors for small power generating facility
assets, such as the Facilities and future Company targets, are typically more
lacking in management depth and access to capital and deal flow.

      The Company has launched its strategy with its acquisition (the
"Acquisition") of two such deep discount generating facilities in the San Diego,
California region in January, 2006. It is leveraging the acquisition to enter
the California wholesale power and electricity market, and in particular, the
San Diego region, which is currently a "red zone." The Company acquired the
formerly idle Facilities for what it believes to be a deeply discounted value
and believes the Facilities are likely to appreciate substantially in value
following their repair and re-commissioning. The Company expects the Facilities
to be fully re-commissioned and earning revenues by May 15, 2006.

      The Company expects further value to be added through expanding the
Facilities. The Chula Vista Facility, one Facility acquired, was originally
developed with a view towards supporting two distinct generating units, and
presents an attractive expansion opportunity. The Company has obtained a
preliminary quote to purchase two General Electric LM-6000 turbines at a
discounted price, and for additional ancillary equipment and construction
services to build out a second unit on site - a combined investment of
approximately $50 to 55 million. The combined LM-6000 unit would represent over
twice the capacity of the existing unit (96 MW), and operate much more
efficiently. Accordingly, the LM-6000 unit can be expected to sell energy
profitably during virtually all "peak hours," greatly enhancing expected
revenues and profitability from the Facility. Further growth from the Facilities
may come from replacing the existing units with additional LM-6000 units.

      The Company believes additional deal flow will be derived from mergers of
large utilities that will require divestitures in regions where the combined
entity would otherwise exert excessive market power. Additionally, many assets
are held by purely financial investors where long-term fixed contracts for
revenues, fuel supply and operations, shield them from operation risk. As those
profitable contracts expire, such financial owners generally will seek to
immediately liquidate their investment. The Company's strategy is to acquire
such assets that are often available at a deep discount and create long-term
value by restructuring, refinancing, managing and operating those assets.

      The Company believes its access to deal flow, primarily from proprietary
sources, provides an additional advantage. It continues to screen deal
opportunities received through such sources, and hopes to close on at least one
additional acquisition during 2006. The Company has recently commenced exclusive
due diligence on one such opportunity which it hopes to close by July 2006.


                                       29
<PAGE>

      The Company believes the $10,000,000 received from this Offering will be
sufficient to satisfy its cash requirements under current operation conditions
for at least three years. However, such proceeds may also be used to acquire
additional assets consistent with its growth strategy. Such acquisitions could
result in the Company requiring additional funding in a significantly shorter
period should such assets not be immediately cash flow generating. Additionally,
the Company's growth plan, including the Chula Vista expansion, will require
substantially more capital. The Company expects to raise substantially more debt
and equity capital within the next twelve months to finance this targeted
growth. The extent and timing of the capital requirements will be contingent on
the specific acquisition targets the Company is able to source.

Off-Balance Sheet Arrangements

      The Company has no off-balance sheet arrangements.

                           3. DESCRIPTION OF PROPERTY

      The Company's strategy is to acquire assets that are often available at a
deep discount and create long-term value by restructuring, refinancing, managing
and operating those assets. It has launched this strategy with the acquisition
of two such deep discount generating facilities in the San Diego, California
region in January, 2006. The Facilities consist of two power generation
facilities located in Chula Vista and Escondido, California. Each Facility has a
rated capacity of approximately 44 MW and is considered a "peaking facility" in
that it is called to run only during periods of peak power demand. Each Facility
is equipped with two Pratt & Whitney FT4A-9 jet engines, and a spare Pratt &
Whitney FT4A-9 jet engine (for a total of 5) is stored at a neighboring
warehouse. The Facilities also include generators, transformers, other
environmental and ancillary equipment, and spare parts.

      The Facility located in Escondido includes 1.6 acres of land on which the
Facility resides. The Facility located in Chula Vista resides on 3.8 acres
subject to a long-term land lease, which expires in 2007, but is renewable at
the Company's option for up to three additional five year periods. The Company
believes that the market value of the Escondido land and scrap value of the
equipment acquired at both facilities exceeds their carrying value of $3.1
million, inclusive of capitalized acquisition costs.

      The Company's principal executive offices are located at 26 Broadway,
Suite 907, New York, New York, 10004 and our phone number is 212-977-0900. The
offices, consisting of 1320 square feet of space, are suitable to accommodate
the Company's space requirements for the next twelve months. The lease expires
March 1, 2007 and requires total monthly rent of $3,217.

        4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding the
beneficial ownership of our Common Stock as of May 15, 2006, after the
consummation of the Merger and the sale of 10,000,000 shares in the Offering, by
(1) each person who, to our knowledge, beneficially owns more than 5% of the
outstanding shares of the Common Stock; (2) each of our directors and executive
officers; and (3) all of our executive officers and directors as a group. Unless
otherwise indicated in the footnotes to the following table, each person named
in the table has sole voting and investment power and that person's address is
26 Broadway, Suite 907, New York, NY 10004. Shares of Common Stock subject to
options or warrants currently exercisable or exercisable within 60 days
following May 15, 2006 are deemed outstanding for computing the share ownership
and percentage of the person holding such options and warrants, but are not
deemed outstanding for computing the percentage of any other person.


                                       30
<PAGE>

                                                    Shares Beneficially Owned
                                                  ------------------------------
                                                    Number of
                                                     Shares         Percentage
                                                   Beneficially  of Common Stock
Name and Address of Beneficial Owner                 Owned         Outstanding
                                                  -------------  ---------------
Karl W. Miller                                      4,619,559        10.13 %
Martin Quinn                                        4,097,088         8.98 %
Denis Gagnon                                        1,692,352         3.71 %
Directors and Executive Officers as a Group        10,408,999        22.82 %

                       5. DIRECTORS AND EXECUTIVE OFFICERS

      The following persons are the executive officers and directors of the
Company following the Merger and hold the offices set forth opposite their
names.

     Name                            Age    Position
     ----                            ---    --------
     Karl W. Miller                   40    Chief Executive Officer
                                            Chairman of the Board of Directors

     Martin Quinn                     55    President & Chief Operating Officer
                                            Director

     Denis Gagnon                     34    Chief Financial Officer
                                            Director

Executive Officers

Karl W. Miller, CEO

      Mr. Miller has served as Chief Executive Officer of MMC North America
since August 2002. From October 2001 to January 2002, Mr. Miller served as a
Senior Advisor, Europe, to Statkraft SF (Statkraft Energy Europe) an owner and
manager of energy assets in Scandinavia. From January 2001 to October 2001, Mr.
Miller was Senior Vice President, Head of Marketing, Business Development and
Structured Transactions in North America for PG&E Corporation. Prior to that
time, Mr. Miller held various positions in energy producing and energy
management companies and worked as an investment banker and financial analyst,
focusing on the energy sector. Mr. Miller is also a Director of Newmarket Power
Company, LLC. Mr. Miller holds an MBA from the Kenan-Flagler Business School at
the University of North Carolina. He also holds a B.A. in Accounting from
Catholic University located in Washington DC.

Martin Quinn, President & COO

      Mr. Quinn has served as Chief Operating Officer of MMC North America since
March 2005. Prior to that time, he served as Executive Vice President, Chief
Operating Officer and Chief Financial Officer of Ridgewood Power, an independent
power company with over 80 plants in the US, Europe and the Middle East. At
Ridgewood Power he managed all financial and operational aspects of the company.
Prior to that, Mr. Quinn was the officer in-charge of the M&A function at
Brown-Forman Corporation and NERCO, Inc., both Fortune 300 companies, and he has
been Chief Financial Officer of NORSTAR Energy and Controller of NERCO Inc.,
both energy companies. Mr. Quinn received his Bachelor of Science degree in
Accounting and Finance from the University of Scranton, and is a Certified
Public Accountant.


                                       31
<PAGE>

Denis Gagnon, CFO

      Mr. Gagnon has served as Chief Financial Officer of MMC North America
since February 2005. Prior to that time, Mr. Gagnon served as Vice President at
Deutsche Bank - Corporate Investments since June 2000 covering its venture
capital, Latin America and Asia/Pacific private equity portfolios. Prior to
that, Mr. Gagnon was an Associate at Gefinor (USA) Inc., manager of the Kaizen
Breakthrough Partnership, L.P. ("KBP"), an LBO fund targeting control
investments in underperforming, middle-market companies. Mr. Gagnon also served
as Acting CFO for the Alexander Doll Company and Fournier Furniture, Inc., both
portfolio companies of KBP. Mr. Gagnon is also a Director of Excel Dryer Corp.
Mr. Gagnon holds an MBA from Columbia Business School and B.A. in Accounting
from Babson College, and was a Certified Public Accountant in Massachusetts.

      To the best of the Company's knowledge, none of Messrs. Miller, Quinn and
Gagnon have been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors, or has been a party to any judicial or
administrative proceeding during the past five years, except for matters that
were dismissed without sanction or settlement, that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

Changes to the Board of Directors

      On the Closing Date, Brent Peters and Douglas Smith, constituting all of
the directors of High Tide prior to the Merger, appointed Karl W. Miller and
Denis Gagnon to fill two of the vacancies on the Board. Also on the Closing
Date, Messrs. Peters and Smith resigned from the Board, effective May 26, 2006.
On May 26, 2006, Messrs. Miller and Gagnon are expected to appoint Martin Quinn
to fill one of the vacancies on the Board following the resignation of Messrs.
Peters and Smith. The remaining vacancies will be filled upon the identification
of suitable candidates.

Board Committees

      The Board intends to appoint such persons and form such committees as are
required to meet the corporate governance requirements imposed by the
Sarbanes-Oxley Act of 2001 and the national securities exchanges. Therefore, we
expect that a majority of our directors will eventually be independent directors
and at least one director will qualify as an "audit committee financial expert."
Additionally, the Board is expected to appoint an audit committee, nominating
committee and compensation committee, and to adopt charters relative to each
such committee. Until further determination by the Board, the full Board will
undertake the duties of the audit committee, compensation committee and
nominating committee. We do not currently have an "audit committee financial
expert" since we currently do not have an audit committee in place.

Code of Ethics

      The Company has not yet formally adopted a written code of ethics that
applies to the Company's principal executive officer, principal financial
officer or controller, or persons performing similar functions. Based on the
Company's small size, early development stage and limited financial and human
resources, High Tide did not adopt a written code of ethics prior to the Merger.
We intend to formalize and adopt a written code of ethics as soon as practicable
following the Closing Date.


                                       32
<PAGE>

                            6. EXECUTIVE COMPENSATION

Executive Compensation

      The Company was not formed until February 2005 and its business activities
did not begin until January 9, 2006. Accordingly, no compensation was paid to
its executive officers during the fiscal year ended December 31, 2005, or any
previous fiscal year. Also, no options or freestanding stock appreciation rights
were granted to its executive officers during the fiscal year ended December 31,
2005, or any previous fiscal year.

Compensation of Directors

      There are currently no compensation arrangements in place for
non-executive members of the Board. These will be determined once the Company's
Board is finalized and the compensation committee is formed. The compensation
arrangements for Messrs. Miller, Quinn and Gagnon are described below.

Employment Agreements

      Upon the closing of the Merger, Messrs. Miller, Quinn and Gagnon entered
into employment agreements with the Company pursuant to which they shall hold
the positions of Chairman and Chief Executive Officer, President and Chief
Operating Officer, and Chief Financial Officer, respectively. These Employment
Agreements have been attached as Exhibits 10.3, 10.4 and 10.5 hereto and are
incorporated herein by reference.

      Mr. Miller's employment agreement is for a five year term, providing for
an annual base salary of $225,000 and an annual bonus subject to the Company
achieving its target performance levels as approved by the Compensation
Committee of the Board. Mr. Miller also is entitled to receive an option grant
of 500,000 shares from the Company's Plan, 33.33% of which option shall be
exercisable on May 15, 2007, 33.33% of which option shall become exercisable on
May 15, 2008, and the remaining 33.34% of which shall become exercisable on May
15, 2009. Under the agreement, Mr. Miller will be subject to traditional
non-competition and employee non-solicitation restrictions while he is employed
by the Company and for one year thereafter. Mr. Miller and his dependants will
be entitled to participate in the Company's benefit plans at the Company's
expense and the Company shall provide long-term disability insurance to Mr.
Miller for coverage up to 60% of this then-current base salary, subject to a
premium cap of $15,000. Subject to certain notice requirements, either of Mr.
Miller or the Company will be entitled to terminate the employment agreement at
any time. If the Company terminates the employment agreement without Cause (as
defined in the agreement) or Mr. Miller terminates the employment agreement for
Good Reason (as defined in the agreement), then Mr. Miller is entitled to
receive his base salary and guaranteed bonus during the then remaining term of
the agreement plus a one time severance payment equal to his then-current annual
base salary, as well as continuation at the Company's expense of Mr. Miller's
participation in the benefit programs described above.

      Mr. Quinn's employment agreement will be for a three year term, provide
for an annual base salary of $175,000 and an annual bonus subject to the Company
achieving its target performance levels as approved by the Compensation
Committee of the Board. Mr. Quinn also is entitled to receive an option grant of
250,000 shares from the Company's Plan, 33.33% of which option shall be
exercisable on May 15, 2007, 33.33% of which option shall become exercisable on
May 15, 2008, and the remaining 33.34% of which shall become exercisable on May
15, 2009. Under the agreement, Mr. Quinn will be subject to traditional
non-competition and employee non-solicitation restrictions while he is employed
by the Company and for one year thereafter. Mr. Quinn and his dependants will be
entitled to participate in the Company's benefit plans at the Company's expense
and the Company shall provide long-term disability insurance to Mr. Quinn for
coverage up to 60% of this then-current base salary, subject to a premium cap of
$15,000. Subject to certain notice requirements, either of Mr. Quinn or the
Company will be entitled to terminate the employment agreement at any time. If
the Company terminates the employment agreement without Cause (as defined in the
agreement) or Mr. Quinn terminates the employment agreement for Good Reason (as
defined in the agreement), then Mr. Quinn is entitled to receive his base salary
and guaranteed bonus during the then remaining term of the agreement plus a one
time severance payment equal to his then-current annual base salary, as well as
continuation at the Company's expense of Mr. Quinn's participation in the
benefit programs described above.


                                       33
<PAGE>

      Mr. Gagnon's employment agreement will be for a three year term, provide
for an annual base salary of $150,000 and an annual bonus subject to the Company
achieving its target performance levels as approved by the Compensation
Committee of the Board. Mr. Gagnon also is entitled to receive an option grant
of 200,000 shares from the Company's Plan, 33.33% of which option shall be
exercisable on May 15, 2007, 33.33% of which option shall become exercisable on
May 15, 2008, and the remaining 33.34% of which shall become exercisable on May
15, 2009. Under the agreement, Mr. Gagnon will be subject to traditional
non-competition and employee non-solicitation restrictions while he is employed
by the Company and for one year thereafter. Mr. Gagnon and his dependants will
be entitled to participate in the Company's benefit plans at the Company's
expense and the Company shall provide long-term disability insurance to Mr.
Gagnon for coverage up to 60% of this then-current base salary, subject to a
premium cap of $15,000. Subject to certain notice requirements, either of Mr.
Gagnon or the Company will be entitled to terminate the employment agreement at
any time. If the Company terminates the employment agreement without Cause (as
defined in the agreement) or Mr. Gagnon terminates the employment agreement for
Good Reason (as defined in the agreement), then Mr. Gagnon is entitled to
receive his base salary and guaranteed bonus during the then remaining term of
the agreement plus a one time severance payment equal to his then-current annual
base salary, as well as continuation at the Company's expense of Mr. Gagnon's
participation in the benefit programs described above.

2006 Equity Incentive Plan

      Prior to the Closing Date, our Board and Stockholders approved and adopted
the 2006 Equity Incentive Plan (the "2006 Plan"). The approval and adoption of
the 2006 Plan will be submitted for ratification of our stockholders following
the Merger. A copy of the 2006 Equity Incentive Plan is attached as Exhibit 10.8
to this Current Report on Form 8-K.

      The 2006 Plan is intended to promote the interests of the Company by
attracting and retaining exceptional employees, consultants, and directors
(collectively referred to as the "Participants"), and enabling such Participants
to participate in the long-term growth and financial success of the Company.
Under the 2006 Plan, the Company may grant stock options, which are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Incentive Stock Options"), non-qualified stock
options (the "Nonqualified Stock Options"), and restricted stock awards (the
"Restricted Stock Awards"), which are restricted shares of Common Stock (the
Incentive Stock Options, the Nonqualified Stock Options and the Restricted Stock
Awards are collectively referred to as "Incentive Awards").

      The Board reserved a total of 2,000,000 shares of our Common Stock for
issuance under the 2006 Plan. If an incentive award granted under the 2006 Plan
expires, terminates, is unexercised or is forfeited, or if any shares are
surrendered to us in connection with an incentive award, the shares subject to
such award and the surrendered shares will become available for further awards
under the Plan.


                                       34
<PAGE>

      At the earliest practicable date after our stockholders ratify the
adoption of the 2006 Plan, we expect to file a registration statement on Form
S-8 to register the shares of Common Stock reserved for issuance of incentive
awards under the 2006 Plan. This registration statement is expected to become
effective on filing. Subject to Rule 144 limitations, shares of Common Stock
issued upon exercise of stock options and other incentive awards granted under
the 2006 Plan after the effective date of the registration statement on Form S-8
will be eligible for resale in the public market without restriction.

      The number of shares subject to the 2006 Plan, any number of shares
subject to any numerical limit in the 2006 Plan, and the number of shares and
terms of any Incentive Award may be adjusted in the event of any change in our
outstanding Common Stock by reason of any stock dividend, spin-off, stock split,
reverse stock split, recapitalization, reclassification, merger, consolidation,
liquidation, business combination or exchange of shares, or similar transaction.

      On the Closing Date, Messrs. Miller, Quinn and Gagnon were granted options
on the following terms:

<TABLE>
<CAPTION>
-------------------- ------------- ----------------- ----------------------------------------- -------------------
       NAME          # OF SHARES    EXERCISE PRICE               VESTING SCHEDULE                  EXPIRATION
-------------------- ------------- ----------------- ----------------------------------------- -------------------
<S>                  <C>           <C>               <C>                                       <C>
Karl W. Miller       500,000       $1.00 / share     33.33% on May 15, 2007                     May 15, 2016
                                                     33.33% on May 15, 2008
                                                     33.34% on May 15, 2009
-------------------- ------------- ----------------- ----------------------------------------- -------------------
Martin Quinn         250,000       $1.00 / share     33.33% on May 15, 2007                     May 15, 2016
                                                     33.33% on May 15, 2008
                                                     33.34% on May 15, 2009
-------------------- ------------- ----------------- ----------------------------------------- -------------------
Denis Gagnon         200,000       $1.00 / share     33.33% on May 15, 2007                     May 15, 2016
                                                     33.33% on May 15, 2008
                                                     33.34% on May 15, 2009
-------------------- ------------- ----------------- ----------------------------------------- -------------------
</TABLE>

                7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      From January 9, 2006 and continuing through closing of the Merger, an
entity named MMC Energy Management LLC provided certain management services to
the Company. MMC Energy Management LLC was owned by Messrs. Miller, Gagnon and
Quinn. MMC Energy Management LLC was paid an aggregate of $260,000 by the
Company for management services provided to the Company from January 9, 2006 to
June 30, 2006. In connection with the Merger, MMC Energy Management LLC will be
dissolved.

      Contemporaneously with the closing of the Merger, the Company split off
its wholly-owned subsidiary, High Tide Leasco, Inc., a Nevada corporation
("Leaseco"), through the sale of all of the outstanding capital stock of
Leaseco. The Company executed a Split Off Agreement with Brent Peters, Douglas
Smith, MMC North America and Leaseco. Mr. Peters was President and Chief
Executive Officer of High Tide, and Mr. Smith was Chief Financial Officer,
Treasurer and Director of High Tide. In connection with the Merger, Mr. Peters
and Mr. Smith have resigned from High Tide. A copy of the Split Off Agreement is
attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated
herein by reference.


                                       35
<PAGE>

                          8. DESCRIPTION OF SECURITIES.

Authorized Capital Stock

      The Articles of Incorporation of the Company authorize the issuance of
300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock will
be authorized for issuance.

Capital Stock Issued and Outstanding

      Immediately following the consummation of the Merger there are 45,625,000
shares of Common Stock issued and outstanding. With the exception of the
2,000,000 shares of Common Stock reserved for issuance under the 2006 Plan,
there are no outstanding warrants, options or other rights to purchase Common
Stock of the Company.

Description of Common Stock

      The following description of our capital stock is derived from various
provisions of our Articles of Incorporation, as amended, and Bylaws as well as
provisions of applicable law. Such description is not intended to be complete
and is qualified in its entirely by reference to the relevant provisions of our
Articles of Incorporation and Bylaws.

      Holders of the Common Stock are entitled to one vote for each share held,
on all matters submitted to a stockholder vote. Holders of Common Stock do not
have cumulative voting rights. Holders of the Common Stock representing a
majority of the voting power of the capital stock issued, outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of stockholders. A vote by the holders of a majority of
the outstanding shares of Common Stock is required to effectuate certain
fundamental corporate changes such as liquidation, merger or an amendment to the
articles of incorporation.

      Holders of Common Stock are entitled to share in all dividends that the
Board of Directors, in its discretion, declares from legally available funds. In
the event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities. Holders of the Common Stock have no pre-emptive rights,
no conversion rights and there are no redemption provisions applicable to the
Common Stock.

Description of Preferred Stock

      The Company is authorized to issue 10,000,000 shares of "blank check"
preferred stock, par value $0.001 per share, none of which, as of the Closing
Date, were designated, issued or outstanding. The Board is vested with authority
to divide the shares of preferred stock into series and to fix and determine the
relative rights and preferences of the shares of any such series. Once
authorized, the dividend or interest rates, conversion rates, voting rights,
redemption prices, maturity dates and similar characteristics of the preferred
stock will be determined by the Board, without the necessity of obtaining
approval of the Company's stockholders.


                                       36
<PAGE>

Description of Options

      On the Closing Date, the Company issued options outstanding to purchase
950,000 shares of Common Stock. Under the terms of the 2006 Plan, the Company
may issue incentive awards that may include the issuance of up to 2,000,000
shares of Common Stock. The 2006 Plan was adopted by the Board and High Tide
Stockholders prior to the Merger, and the Company anticipates that the
stockholders after the Merger will ratify the adoption of the 2006 Plan and any
awards that have been made under the 2006 Plan through the Closing Date.

                                     PART II

          1. MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND OTHER
                              STOCKHOLDER MATTERS

      The Company's Common Stock is currently available for trading in the
over-the-counter market and is quoted on the OTC Bulletin Board under the symbol
"MMCN.OB." There currently is no bid history for the Common Stock because it has
never been traded.

      As of the Closing Date, there were approximately 160 holders of record of
shares of the Common Stock.

      Trades in the Common Stock may be subject to Rule 15g-9 of the Exchange
Act, which rule imposes certain requirements on broker-dealers who sell
securities subject to the rule to persons other than established customers and
accredited investors. For transactions covered by Rule 15g-9, brokers-dealers
must make a special suitability determination for purchasers of the securities
and receive the purchaser's written agreement to the transaction prior to sale.
The SEC also has rules that regulate broker-dealers practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in that
security is provided by the applicable exchange or system). The penny stock
rules require a broker-dealers, before a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the SEC that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealers also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealers and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker-dealers and salesperson compensation information, must be given to
the customer orally or in writing before effecting the transaction, and must be
given to the customer in writing before or with the customer's confirmation.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for shares of the Common Stock. As a
result of these rules, investors may find it difficult to sell their shares.

      As of the Closing Date, there are 45,625,000 shares of Common Stock issued
and outstanding. The shares of Common Stock issued in connection with the
Transactions, are "restricted securities" which may be sold or otherwise
transferred only if such shares are first registered under the Securities Act or
are exempt from such registration requirements. As discussed elsewhere in this
Current Report on Form 8-K, we have agreed to file a registration statement
within 120 days of the Closing Date to register certain of these shares.


                                       37
<PAGE>

      In addition, there are 2,000,000 shares of Common Stock reserved for
issuance of stock options and other incentive awards pursuant to the 2006 Plan.
We expect to file a registration statement on Form S-8 to register the shares of
Common Stock reserved for issuance of incentive awards under the 2006 Plan. This
registration statement on Form S-8 is expected to become effective on filing.

Dividend Policy

      In the past two years, no dividends have been paid by High Tide or by MMC
North America. After the Merger, the Company intends to retain earnings, if any,
to support the development of the business and therefore does not anticipate
paying cash dividends for the foreseeable future. Payment of future dividends,
if any, will be at the discretion of the Board after taking into account various
factors, including current financial condition, operating results and current
and anticipated cash needs.

Securities Authorized for Issuance Under Equity Compensation Plans

      The effective date of the 2006 Plan is May 15, 2006. Therefore, the
Company had no securities authorized for issuance under any equity compensation
plans as of the end of fiscal year 2005.

                              2. LEGAL PROCEEDINGS

      From time to time the Company may be named in claims arising in the
ordinary course of business. Currently, no legal proceedings or claims are
pending against or involve the Company that, in the opinion of management, could
reasonably be expected to have a material adverse effect on its business and
financial condition.

                3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

      Prior to the Merger, the independent registered public accounting firm for
the Registrant was Morgan & Company, Chartered Accountants ("Morgan & Company"),
and the independent registered public accounting firm for MMC Energy North
America was Russell Bedford Stefanou Mirchandani LLP ("Russell Bedford").
Because the above-described transactions were treated as a reverse acquisition
for accounting purposes, future historical financial reports filed by the
Registrant will be those of MMC Energy North America, the accounting acquirer.
Accordingly, the Registrant's board of directors determined to change its
independent registered public accounting firm from Morgan & Company to Russell
Bedford. Morgan & Company was dismissed as the independent registered public
accounting firm of the Registrant on the Closing Date, and Russell Bedford was
engaged as the independent registered public accounting firm of the Registrant
on the same date. As a result of being the auditors of MMC Energy North America,
Russell Bedford consulted with MMC Energy North America and the Registrant
regarding the above-described transactions.

      The reports of Morgan & Company on the Registrant's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, but did include an explanatory paragraph relating to the
Registrant's ability to continue as a "going concern."


                                       38
<PAGE>

      In connection with the audit of the Registrant's financial statements for
the past two fiscal years, and through the date of the dismissal, there were no
disagreements with Morgan & Company on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Morgan & Company, would have
caused Morgan & Company to make reference to the matter in its reports.

      Within four days of the Closing Date, the Registrant will file a Current
Report on Form 8-K to announce the dismissal of Morgan & Company. Prior to the
filing of the Current Report, we will provide Morgan & Company with a copy of
the Current Report and request that they furnish us the a letter addressed to
the SEC stating whether they agree with the information disclosed in the Current
Report.

                   4. RECENT SALES OF UNREGISTERED SECURITIES

Shares Issued in Connection with the Merger and the Offering

      On the Closing Date, the MMC North America Stockholders, the former
members of MMC North America, surrendered all of the outstanding membership
interests of MMC North America and received 23,875,000 shares of Common Stock.
The High Tide Stockholders retained 11,750,000 shares of Common Stock.

      In connection with the Offering, we sold 10,000,000 shares of Common Stock
to accredited investors, for a total purchase price of $10,000,000.

      Concurrently with the Merger, the Company reserved 2,000,000 shares of
Common Stock for issuance of stock options and other incentive awards pursuant
to the 2006 Plan. The 2006 Plan is attached as Exhibit 10.8 hereto and is
incorporated herein by reference.

      The transactions discussed above are exempt from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D as promulgated
by the SEC. In the Offering, no general solicitation was made by us or any
person acting on our behalf; the Common Stock was sold pursuant to transfer
restrictions, and the certificates for the shares sold in the Offering contained
an appropriate legend stating that the Common Stock was not registered under the
Securities Act of 1933, and may not be offered or sold absent registration or an
exemption therefore.

                  5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Nevada Revised Statutes ("NRS") Sections 78.7502 and 78.751 provide us
with the power to indemnify any of our directors and officers. The director or
officer must have conducted himself/herself in good faith and reasonably believe
that his/her conduct was in, or not opposed to our best interests. In a criminal
action, the director, officer, employee or agent must not have had reasonable
cause to believe his/her conduct was unlawful.

      Under NRS Section 78.751, advances for expenses may be made by agreement
if the director or officer affirms in writing that he/she believes he/she has
met the standards and will personally repay the expenses if it is determined
such officer or director did not meet the standards.

      Our Bylaws include an indemnification provision under which we have the
power to indemnify our directors, officers and former directors and officers
(including heirs and personal representatives) against all costs, charges and
expenses actually and reasonably incurred, including an amount paid to settle an
action or satisfy a judgment to which the director or officer is made a party by
reason of being or having been a director or officer of the Company or any of
its subsidiaries prior to the Merger.


                                       39
<PAGE>

      Our Articles of Incorporation provide a limitation of liability in that no
director or officer shall be personally liable to the Company or any of its
stockholders for damages for breach of fiduciary duty as director or officer
involving any act or omission of any such director or officer, provided there
was no intentional misconduct, fraud or a knowing violation of the law, or
payment of dividends in violation of NRS Section 78.300.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

Anti-Takeover Effects of Provisions of Nevada State Law

      We may be or in the future we may become subject to Nevada's control share
law. A corporation is subject to Nevada's control share law if it has more than
200 stockholders, at least 100 of whom are stockholders of record and residents
of Nevada, and if the corporation does business in Nevada or through an
affiliated corporation.

      The law focuses on the acquisition of a "controlling interest" which means
the ownership of outstanding voting shares is sufficient, but for the control
share law, to enable the acquiring person to exercise the following proportions
of the voting power of the corporation in the election of directors: (1)
one-fifth or more but less than one-third, (2) one-third or more but less than a
majority, or (3) a majority or more. The ability to exercise such voting power
may be direct or indirect, as well as individual or in association with others.

      The effect of the control share law is that the acquiring person, and
those acting in association with that person, obtain only such voting rights in
the control shares as are conferred by a resolution of the stockholders of the
corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once
by the other stockholders. Thus, there is no authority to take away voting
rights from the control shares of an acquiring person once those rights have
been approved. If the stockholders do not grant voting rights to the control
shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell its shares to others. If
the buyers of those shares themselves do not acquire a controlling interest,
their shares do not become governed by the control share law.

      If control shares are accorded full voting rights and the acquiring person
has acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.

      Nevada's control share law may have the effect of discouraging corporate
takeovers.

      In addition to the control share law, Nevada has a business combination
law, which prohibits certain business combinations between Nevada corporations
and "interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder" unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (1) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (2) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquirer to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.


                                       40
<PAGE>

      The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our Board of Directors.

Following the completion of the Merger and this Offering, it is expected that
the Company will have issued and outstanding 45,625,000 shares of Common Stock.
For information relating to the Company's pro forma shares outstanding following
this Offering, see "Financing Summary - Equity Ownership."

                                    PART III

                              1. INDEX TO EXHIBITS

      Reference is made to Item 9.01(d) below, which is incorporated by
reference herein.

                           2. DESCRIPTION OF EXHIBITS

      Reference is made to the Exhibit Index in item 9.01(d) below and the
corresponding exhibits, which are incorporated by reference herein.

Item 3.02. Recent Sales of Unregistered Securities.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.

                                       41
<PAGE>

Item 5.01. Changes in Control of Registrant.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.

Item 5.06. Change in Shell Company Status.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference. As a result of the Merger described under Item 2.01 of this Current
Report on Form 8-K, the registrant believes that it is no longer a "shell
corporation" as that term is defined in Rule 405 of the Securities Act and Rule
12b-2 of the Exchange Act.


                                       42
<PAGE>

Item 9.01. Financial Statements and Exhibits.

(a)   Financial Statements of Businesses Acquired.

(b)   Pro Forma Financial Information.

The financial statements of MMC Energy, Inc. for the periods and dates indicated
below are filed with this report.

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                             <C>
Audited Financial Statements
MMC Energy North America, LLC:
Report of Independent Registered Certified Public Accounting Firm                                   F-1
Consolidated Balance Sheet as of December 31, 2005                                                  F-2
Consolidated  Statement  of  Operations  for the  period  February  7,  2005  (date  of             F-3
inception) through December 31, 2005
Consolidated  Statement  of  Members'  Equity for the period  February 7, 2005 (date of             F-4
inception) through December 31, 2005
Consolidated  Statement  of Cash  Flows  for the  period  February  7,  2005  (date  of             F-5
inception) through December 31, 2005
Notes to Consolidated Financial Statements                                                       F-6 to F-18

Unaudited Pro forma Financial Information:
MMC Energy Inc.:
Introduction                                                                                        F-19
Pro Forma Consolidated Balance Sheet as of December 31, 2005                                    F-20 to F-21
</TABLE>


                                       43
<PAGE>

(d)   Exhibits.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
   Exhibit No.                           Description                                       Reference
--------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                      <C>
2.1                Agreement and Plan of Merger and Reorganization, dated
                   as of May 15, 2006, by and between High Tide Ventures,
                   Inc., a Nevada corporation, and MMC Energy North
                   America, LLC, a Delaware limited liability company.*
--------------------------------------------------------------------------------------------------------------------
3.1                Articles of Incorporation of MMC Energy, Inc. (f/k/a     Incorporated by reference to
                   High Tide Ventures, Inc.)                                Exhibit 3.1 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Certificate of Amendment of the Articles of              Incorporated by reference to Exhibit 3
                   Incorporation of MMC Energy, Inc. (f/k/a High Tide       to the Registration Statement on Form
                   Ventures, Inc.)                                          8-K filed with the Securities and
                                                                            Exchange Commission on May 2, 2006
                                                                            (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Bylaws of MMC Energy, Inc. (f/k/a High Tide Ventures,    Incorporated by reference to
                   Inc.)                                                    Exhibit 3.2 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
4.1                Form of Lock-Up Agreement by and between MMC Energy,
                   Inc. and the MMC Stockholders.*

--------------------------------------------------------------------------------------------------------------------
10.1               Form of Subscription Agreement by and between MMC
                   Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.2               Form of Registration Rights Agreement by and between
                   MMC Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.3               Split Off Agreement, dated May 15, 2006, by and among
                   High Tide, Brent Peters, Douglas Smith, MMC North
                   America and Leaseco.*

--------------------------------------------------------------------------------------------------------------------
10.4               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Karl W. Miller.*
</TABLE>


                                       44
<PAGE>

<TABLE>
<S>                <C>                                                      <C>
--------------------------------------------------------------------------------------------------------------------
10.5               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Martin Quinn.*

--------------------------------------------------------------------------------------------------------------------
10.6               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Denis Gagnon.*

--------------------------------------------------------------------------------------------------------------------
10.7               Form of Indemnity Agreement by and between MMC Energy,
                   Inc. and the Directors and Officers of MMC Energy,
                   Inc.*

--------------------------------------------------------------------------------------------------------------------
10.8               2006 Equity Incentive Plan.*

--------------------------------------------------------------------------------------------------------------------
</TABLE>

* Filed herewith.


                                       45
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       MMC Energy, Inc.


                                       /s/ Denis Gagnon
                                       -----------------------------------------
                                       Name:    Denis Gagnon
                                       Title:   Chief Financial Officer

Dated:  May 15, 2006


                                       46
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
   Exhibit No.                           Description                                       Reference
--------------------------------------------------------------------------------------------------------------------
<S>                <C>                                                      <C>
2.1                Agreement and Plan of Merger and Reorganization, dated
                   as of May 15, 2006, by and between High Tide Ventures,
                   Inc., a Nevada corporation, and MMC Energy North
                   America, LLC, a Delaware limited liability company.*
--------------------------------------------------------------------------------------------------------------------
3.1                Articles of Incorporation of MMC Energy, Inc. (f/k/a     Incorporated by reference to
                   High Tide Ventures, Inc.)                                Exhibit 3.1 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Certificate of Amendment of the Articles of              Incorporated by reference to Exhibit 3
                   Incorporation of MMC Energy, Inc. (f/k/a High Tide       to the Registration Statement on Form
                   Ventures, Inc.)                                          8-K filed with the Securities and
                                                                            Exchange Commission on May 2, 2006
                                                                            (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Bylaws of MMC Energy, Inc. (f/k/a High Tide Ventures,    Incorporated by reference to
                   Inc.)                                                    Exhibit 3.2 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
4.1                Form of Lock-Up Agreement by and between MMC Energy,
                   Inc. and the MMC Stockholders.*

--------------------------------------------------------------------------------------------------------------------
10.1               Form of Subscription Agreement by and between MMC
                   Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.2               Form of Registration Rights Agreement by and between
                   MMC Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.3               Split Off Agreement, dated May 15, 2006, by and among
                   High Tide, Brent Peters, Douglas Smith, MMC North
                   America and Leaseco.*

--------------------------------------------------------------------------------------------------------------------
10.4               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Karl W. Miller.*
</TABLE>

                                       47
<PAGE>

<TABLE>
<S>                <C>                                                      <C>
--------------------------------------------------------------------------------------------------------------------
10.5               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Martin Quinn.*

--------------------------------------------------------------------------------------------------------------------
10.6               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Denis Gagnon.*

--------------------------------------------------------------------------------------------------------------------
10.7               Form of Indemnity Agreement by and between MMC Energy,
                   Inc. and the Directors and Officers of MMC Energy,
                   Inc.*

--------------------------------------------------------------------------------------------------------------------
10.8               2006 Equity Incentive Plan.*

--------------------------------------------------------------------------------------------------------------------
</TABLE>

* Filed herewith.


                                       48
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)

                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                            <C>
Audited Financial Statements
MMC Energy North America, LLC:
Report of Independent Registered Certified Public Accounting Firm                                   F-1
Consolidated Balance Sheet as of December 31, 2005                                                  F-2
Consolidated  Statement  of  Operations  for the  period  February  7,  2005  (date  of             F-3
inception) through December 31, 2005
Consolidated  Statement  of  Members'  Equity for the period  February 7, 2005 (date of             F-4
inception) through December 31, 2005
Consolidated  Statement  of Cash  Flows  for the  period  February  7,  2005  (date  of             F-5
inception) through December 31, 2005
Notes to Consolidated Financial Statements                                                       F-6 to F-18

Unaudited Pro forma Financial Information:
MMC Energy Inc.:

Introduction                                                                                        F-19
Pro Forma Consolidated Balance Sheet as of December 31, 2005                                    F-20 to F-21
</TABLE>

<PAGE>

Active\3971710.2

<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Managing member
MMC Energy North America, LLC
New York, NY

We have audited the accompanying consolidated balance sheet of MMC Energy North
America, LLC (a development stage Company) as of December 31, 2005 and the
related statement of operations, members' equity, and cash flows for the period
February 7, 2005 (date of inception) through December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2005, and the results of its operations and its cash flows for the period
February 7, 2005 (date of inception) through December 31, 2005, in conformity
with accounting principles generally accepted in the United States of America.

                                  /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                  --------------------------------------------
                                       Russell Bedford Stefanou Mirchandani LLP
                                       Certified Public Accountants

New York, New York
March 24, 2006


                                      F-1
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005


ASSETS
  Current Assets:
     Cash and cash equivalents                                        $3,009,010
     Deposit for acquisition of power plants (Note 2)                    200,000
                                                                      ----------
        Total Current Assets                                           3,209,010

  Other Assets:
     Deferred acquisition costs (Note 3)                                 379,624
                                                                      ----------
        Total Other Assets                                               379,624

  Total Assets                                                        $3,588,634
                                                                      ==========

LIABILITIES AND MEMBERS' EQUITY
  Current Liabilities:
     Accounts payable                                                 $  381,554
     Accrued expenses
                                                                          12,000
     Deposits for subscribed membership interests (Note 4)             3,008,333
                                                                      ----------

        Total Current Liabilities                                      3,401,887

  Members' Equity:                                                       186,747

 Total Liabilities and Members' Equity                                $3,588,634
                                                                      ==========

                 See accompanying notes to financial statements


                                      F-2
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
 FOR THE PERIOD FEBRUARY 7, 2005 (Date of Inception) THROUGH DECEMBER 31, 2005

Operating Expenses:
Selling, General and Administrative                                    $ 20,856
                                                                       --------
Total Operating Expenses                                                 20,856

Loss from Operations                                                    (20,856)

Other Income (Expense)                                                   (2,369)
Income (Taxes) Benefit                                                       --
                                                                       --------

Net Loss                                                               $(23,225)
                                                                       ========

                 See accompanying notes to financial statements


                                      F-3
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                    CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
  FOR THE PERIOD FEBRUARY 7, 2005 (Date of Inception) THROUGH DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                Deficit Accumulated
                                 Membership        Membership    During Development   Total Members'
                              Interests- units     Interests           Stage             Equity
                                ---------          ---------         ---------          ---------
<S>                             <C>                <C>               <C>                <C>
Balance at February 7, 2005     $      --          $      --         $      --          $      --
Contributions from Members        210,000            210,000                --            210,000
Withdrawal / adjustments               --                (28)               --                (28)
Net Loss                               --                 --           (23,225)           (23,225)
                                ---------          ---------         ---------          ---------
Balance at December 31, 2005    $ 210,000          $ 209,972         $ (23,225)         $ 186,747
                                =========          =========         =========          =========
</TABLE>

                 See accompanying notes to financial statements


                                      F-4
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
  FOR THE PERIOD FEBRUARY 7, 2005 (Date of Inception) THROUGH DECEMBER 31, 2005

Cash Flows from Operating Activities:
Net loss from operations                                            $   (23,225)
Adjustments to reconcile net loss to net cash used in operating
  activities:
Increase in accounts payable and accrued expenses                        14,369
                                                                    -----------
Net Cash Used in Operating Activities                                    (8,856)

Cash Flows From Investing Activities:
Deposit paid on acquisition                                            (200,000)
Deferred acquisition costs paid                                            (439)
                                                                    -----------
Net Cash Used in Investing Activities                                  (200,439)

Cash Flows From Financing Activities:
Proceeds from sale of membership interests                              210,000
Member withdrawal                                                           (28)
Deposits received for subscribed membership interests                 3,008,333
                                                                    -----------
Net Cash Provided by Financing Activities                             3,218,305
                                                                    -----------

Net Increase in Cash and Cash Equivalents                             3,009,010

Cash and Cash Equivalents at the beginning of period                $        --

Cash and Cash Equivalents at the end of period                      $ 3,009,010
                                                                    ===========

Supplemental Information:
Cash paid during the period for Interest                            $        --
Cash paid during the period for Taxes                               $        --

Supplemental Disclosure - Non-cash Investing Activities
Deferred financing costs attributable to the  acquisition           $   379,185

                 See accompanying notes to financial statements


                                      F-5
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

Business and Basis of Presentation

MMC Energy North America, LLC (the "Company") was formed under the laws of the
state of Delaware by Karl Miller as Managing Member on February 7, 2005 for the
purpose of acquiring power generating assets in the U.S. The liabilities of the
Company's members are limited.

The Company is in the development stage, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7") and its efforts have been principally
devoted for the purpose of acquiring power generating assets. The company
remained inactive until a first acquisition opportunity was identified. On
October 27, 2005, the Company agreed to acquire substantially all of the assets
of Dispersed Generating Company, LLC (the "Seller"), consisting primarily of two
power generating facilities (the "Facilities") located in the San Diego,
California area, (the "Acquisition"). In connection therewith, the Company paid
a deposit of $200,000 to Seller refundable only under certain conditions.
Additionally, the Company formed two subsidiaries, MMC Chula Vista, LLC and MMC
Escondido, LLC to hold each of the two power plants to be acquired,
respectively. All significant inter-company transactions and balances have been
eliminated in consolidation. Concurrent with the execution of the asset purchase
agreement, the predecessor of MMC Energy Partners, LLC (the "Managing Member")
was formed as a general partnership and capitalized by Karl Miller and two
additional partners, to serve as the Managing Member of and to capitalize the
Company. In order to finance the remainder of the purchase price, the Company
offered for sale membership interests (the "Interests"). The Acquisition closed
subsequent to the date of the financial statements on January 9, 2006.

      To date, the Company has generated no sales revenues, has incurred
      expenses primarily related to the acquisition and financing activities and
      has sustained a loss. Consequently, its operations are subject to all the
      risks inherent in the establishment of a new business enterprise. For the
      period from February 7, 2005 (date of inception) through December 31,
      2005, the Company has accumulated deficit of $23,225.


                                      F-6
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Revenue Recognition

For revenue from products and services, the Company recognizes revenue in
accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria
must be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the selling price is fixed and determinable; and (4) collectibility is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered/services rendered and the collectibility of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the product
has not been delivered or services have not been rendered or is subject to
refund until such time that the Company and the customer jointly determine that
the product has been delivered or services have been rendered or no refund will
be required.

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. The staff updated and revised the existing revenue
recognition in Topic 13, Revenue Recognition, to make its interpretive guidance
consistent with current accounting guidance, principally EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
portions of the Revenue Recognition in Financial Statements - Frequently Asked
Questions and Answers document that the SEC staff considered relevant and
rescinds the remainder. The company's revenue recognition policies are
consistent with this guidance; therefore, this guidance will not have an
immediate impact on the company's financial statements.

The Company records revenues in connection with delivering electric power and
"ancillary services", generally being on call to provide power on 10 minute
notice, to the California Independent System Operator ("CAISO"), or such other
third parties as it may contract with directly from time to time. The Company
did not recognize revenues during the period ended December 31, 2005.

Income Taxes

The Company is a "pass-thru" entity and taxed as a partnership for federal tax
purposes. Therefore, no provision has been made for corporate federal income
taxes and the Company's Members have consented to include the income or loss in
their individual tax income or other taxes. The Company may be, however, liable
for state income or other taxes. The Company provides for income taxes based on
pre-tax earnings reported in the financial statements. Certain items such as
depreciation are recognized for tax purposes in periods other than the period
they are reported in the Company's financial statements.


                                      F-7
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Income Taxes (continued)

The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets
are determined based on the difference between financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Temporary differences between
taxable income reported for financial reporting purposes and income tax purposes
for New York City are insignificant.

Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undiscounted cash flows. Should any impairment in value be indicated,
the carrying value of intangible assets will be adjusted based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash and cash
equivalents. The Company places its cash and temporary cash investments with
credit quality institutions. At times, such investments may be in excess of the
FDIC insurance limit.


                                      F-8
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Geographical Concentration Risk

The Company's Facilities are located in greater San Diego, California, and
generally provide power only in that state. Accordingly, the Company's
operations are highly regulated by the local San Diego Air Permit Control Board,
the California Independent System Operator ("CAISO") and other related state and
local agencies, as well as the Federal Energy Regulation Commission ("FERC").
Such organizations establish certain rules and limitations on operations and
require that the Company maintain in good standing several required licenses and
permits, such as limits on air emissions. These organizations may from time to
time change the rules under which the Company operates and derives its revenues.
The Company's licenses and permits were, generally, transferred with the
Facilities from the Seller, and the Company believes it has all such required
licenses and permits to conduct its operations.

Advertising

The Company follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred no advertising costs for the period ended
December 31, 2005.

Stock Based Compensation

In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the period ended December 31, 2005 and will
adopt the interim disclosure provisions for its financial reports for the
subsequent periods. The Company does not have stock based awards of compensation
to employees granted or outstanding during the period ended December 31, 2005.


                                      F-9
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Stock Based Compensation (continued)

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock Warrants, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. On April 14, 2005, the
SEC amended the effective date of the provisions of this statement. Accordingly,
the Company will implement the revised standard in the forth quarter of fiscal
year 2006. Currently, the Company accounts for its share-based payment
transactions under the provisions of APB 25, which does not necessarily require
the recognition of compensation cost in the financial statements. Management is
assessing the implications of this revised standard, which may materially impact
the Company's results of operations in the first quarter of fiscal year 2006 and
thereafter.

Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in the period presented.

Segment Information

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information
is available for evaluation by the chief operating decision maker, or decision
making group, in making decisions how to allocate resources and assess
performance. The Company currently has only one operating segment.


                                      F-10
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results
could differ from those estimates.

Liquidity As shown in the accompanying financial statements, the Company
incurred a net loss of $(23,225) during the period February 7, 2005 (date of
inception) through December 31, 2005. The Company's current liabilities exceeded
its current assets by $192,877 as of December 31, 2005.

Research and Development

Company-sponsored research and development costs related to both present and
future products will be expended in the period incurred.

New Accounting Pronouncements

SFAS 151. In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151, Inventory Costs-- an amendment of ARB No. 43, Chapter 4. This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
4, previously stated that ". . . under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling costs may
be so abnormal as to require treatment as current period charges. . . ." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Management does not believe the
adoption of this Statement will have any immediate material impact on the
Company.

SFAS 152. In December 2004, the FASB issued SFAS No.152, "Accounting for Real
Estate Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67"
("SFAS 152) The amendments made by Statement 152 This Statement amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement also amends
FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of
Real Estate Projects, to state that the guidance


                                      F-11
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

New Accounting Pronouncements (continued)

for (a) incidental operations and (b) costs incurred to sell real estate
projects does not apply to real estate time-sharing transactions. The accounting
for those operations and costs is subject to the guidance in SOP 04-2. This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005 with earlier application encouraged. The Company does not
anticipate that the implementation of this standard will have a material impact
on its financial position, results of operations or cash flows.

SFAS 123R. On December 16, 2004, the Financial Accounting Standards Board
("FASB") published Statement of Financial Accounting Standards No. 123 (Revised
2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation
cost related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock Warrants, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. On April 14, 2005, the
SEC amended the effective date of the provisions of this statement. Accordingly,
the Company will implement the revised standard in the forth quarter of fiscal
year 2006. Currently, the Company accounts for its share-based payment
transactions under the provisions of APB 25, which does not necessarily require
the recognition of compensation cost in the financial statements. Management is
assessing the implications of this revised standard, which may materially impact
the Company's results of operations in the first quarter of fiscal year 2006 and
thereafter.

SFAS 153. On December 16, 2004, FASB issued Statement of Financial Accounting
Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No. 29, Accounting for Nonmonetary Transactions (" SFAS 153"). This statement
amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.

FIN 47. In March 2005, the FASB issued FASB Interpretation (FIN) No. 47,
"Accounting for Conditional Asset Retirement Obligations, an interpretation of
FASB Statement No. 143," which requires an entity to recognize a liability for
the fair value of a conditional asset retirement obligation when incurred if the
liability's fair value can be reasonably estimated. The Company is required to
adopt the provisions of FIN 47 no later than the end of its fiscal 2006. The
Company does not expect the adoption of this Interpretation to have a material
impact on its consolidated financial position, results of operations or cash
flows.


                                      F-12
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

New Accounting Pronouncements (continued)

SFAS 154. In May 2005 the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 154, "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires
retrospective application to prior periods' financial statements for changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS 154 also
requires that retrospective application of a change in accounting principle be
limited to the direct effects of the change. Indirect effects of a change in
accounting principle, such as a change in non-discretionary profit-sharing
payments resulting from an accounting change, should be recognized in the period
of the accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived, non-financial assets be
accounted for as a change in accounting estimate effected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued. The
Company does not expect the adoption of this SFAS to have a material impact on
its consolidated financial position, results of operations or cash flows.

On February 16, 2006 the FASB issued SFAS 155, "Accounting for Certain Hybrid
Instruments," which amends SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." SFAS 155 allows financial
instruments that have embedded derivatives to be accounted for as a whole
(eliminating the need to bifurcate the derivative from its host) if the holder
elects to account for the whole instrument on a fair value basis. SFAS 155 also
clarifies and amends certain other provisions of SFAS 133 and SFAS 140. This
statement is effective for all financial instruments acquired or issued in
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position, results of operations or cash flows.

NOTE 2 - DEPOSIT

In connection with the Asset Sale Agreement dated October 27, 2005 between the
Company and the Seller (the "ASA"), the Company was required to pay a deposit of
$200,000, refundable only under certain conditions outside of the Company's
control. The ASA was subject to certain conditions to close, including
regulatory approval from the U.S. Federal Energy Regulatory Commission ("FERC"),
and third party engineering inspections conducted by the Company. The Company
has recorded the deposit as an asset as of December 31, 2005. The Company
consummated the acquisition of the assets subsequent to the date of the
financial statements on January 9, 2006 and the deposit was applied towards the
purchase price.


                                      F-13
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 3 - DEFERRED ACQUISITION CHARGES

Deferred Acquisition Charges at December 31, 2005 of $379,624 consist primarily
of legal fees and engineering fees to physically inspect the equipment to be
acquired, which were incurred prior to December 31, 2005, but settled at or
subsequent to closing the Acquisition in 2006.

NOTE 4 - DEPOSITS FOR SUBSCRIBED MEMBERSHIP INTERESTS

As of December 31, 2005, the Company had received subscriptions for the purchase
of Interests totaling $3,208,333, inclusive of $200,000 invested by the Managing
Member, which were funded in cash prior to December 31, 2005. The terms of the
subscription agreements provided that such subscriptions would not be accepted
and Interests would not be issued until such time as specified by the Managing
Member and cash deposits would be returned should the Acquisition not close for
any reason. Accordingly, the deposits were recorded as a liability as of
December 31, 2005.

NOTE 5 - MEMBERS' EQUITY

The Company is organized as a limited liability company, whereby membership
interests are issued to its equity holders (each a "Member") in proportion to
their capital contributed, subject to acceptance by the Managing Member. As of
December 31, 2005, the Managing Member's predecessor was the sole Member.

NOTE 6 - TRANSACTIONS WITH AFFILIATES

Prior to the commencement of material business operations in October 2005, the
Company was owned by sole Member, Karl Miller. During that period, Mr. Miller
funded the Company and used the proceeds for expenses unrelated to the current
business of the Company, with any residual cash refunded to him prior to
re-capitalizing the Company on October 27, 2005. Aggregate disbursements for
such transactions totaled approximately $16,000 and were offset in full by
reimbursements from Mr. Miller and other sources, and therefore had no net
effect on the results of operation or financial position of the Company for the
period ended December 31, 2005.


                                      F-14
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 7 - SUBSEQUENT EVENTS

Reorganization

In anticipation of the closing of the Acquisition, on January 3, 2006, the
$3,208,133 of subscriptions for Interests (including the Managing Member's
Interests) were formally accepted by the Company and corresponding Interests
issued in connection with a revised Limited Liability Company Operating
Agreement (the "LLC Agreement") entered into by all of the Members. The
Interests accrue a dividend at the rate of 8% per annum, payable in cash
commencing in 2007, and subject to any restrictions imposed by the Company's
lenders. The Interests are redeemable by the Company at a 20% premium to their
original issue price prior to January 9, 2007. The Interests are redeemable by
the holder after January 9, 2008, subject to any restrictions imposed by the
Company's lenders.

An additional $175,000 Interests were sold subsequently, for a total of
$3,383,333.

On January 3, 2006, the Managing Member was formally converted from a general
partnership into a limited liability company formed under the laws of the state
of Delaware. Also on January 3, 2006, the three members of the Managing Member
formed MMC Energy Management, LLC (the "Manager") to provide executive
management services to the Company on a non-exclusive basis. In connection with
the Acquisition, the Company and Manager entered into a management services
agreement (the "MSA"), requiring payment of a management fee to the Manager of
$100,000 per quarter payable in advance, as well as a one time transaction fee
of $60,000 paid at closing of the Acquisition. The MSA further provides for the
quarterly fee to increase to $150,000 in connection with an anticipated future
expansion of the Chula Vista Facility.

Acquisition of Power Generating Facilities

On January 9, 2006, the Company acquired substantially all of the assets of the
Seller, consisting primarily of two power generating facilities (the
"Facilities") located in the San Diego, California area, (the "Acquisition").
The Seller had not been operating the Facilities and therefore did not meet the
definition of a business as described in Emerging Issues Task Force 98-3,
Determining Whether a Nonmonetary Transaction Involves Receipt of Productive
Assets or of a Business.


                                      F-15
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Acquisition of Power Generating Facilities (continued)

In connection therewith, the Company purchased substantially all of the assets
of the Seller, including primarily the Facilities, along with a spare turbine
and land on which the Escondido Facility sits, for the aggregate purchase price
of $2.625 million, exclusive of acquisition costs, paid in cash. The Facilities
are fueled by natural gas and have a nameplate capacity of 44 megawatts (MW)
each. The Facilities have been idle since October 2003, and the Company has
determined that material repair and re-commissioning expenditures are required
to bring the Facilities back into service and generating revenues. The Company
believes that, together with the senior debt facility described below, it has
adequate capital resources to complete the re-commissioning process and expects
to do so by May 15, 2006.

      The following table presents the purchase price allocation, including
      professional fees and other related acquisition costs, to the assets
      acquired and liabilities assumed, based on their fair values at the date
      of acquisition:

Equipment                                                       $2,250,000
Real property                                                      375,000
Acquisition costs                                                  625,000
                                                                ----------
Total purchase price                                            $3,250,000

      Due to its recent date of acquisition, the purchase price allocation is
      based upon preliminary data that is subject to adjustment and could change
      significantly pending the completion of an independent appraisal to
      accurately evaluate this allocation. The results of the acquisition will
      be included within the consolidated financial statements from its date of
      acquisition as of January 9, 2006.

Assumption of Real Property Lease

The Chula Vista Facility resides on leased land, and the land lease was assigned
to the Company in connection with the Acquisition. The initial lease term
expires November 1, 2007, but can be extended at the Company's option for up to
three successive five year periods. The minimum lease payments required under
the lease are approximately $93,000 for 2006, and $87,000 for 2007.


                                      F-16
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Financing Facility

On January 31, 2006, the Company entered into a Loan and Security Agreement (the
"Loan Agreement") with TD Banknorth (the "Bank"), for a $3.5 million senior debt
facility including a $3.0 million term loan (the "Term Loan") and $500,000
revolving loan (the "Revolver", together with the Term Loan, the "Loans"). The
Term Loan provides for interest payments only for the first six months, and 84
equal principal payments in the amount of $37,038 thereafter, with a final
maturity of May 3, 2013. The Term Loan bears interest at a variable rate equal
to the Federal Home Loan Bank Rate plus 2.50%. $2.055 million of the Term Loan
proceeds were funded into an escrow account under control of the Bank and
restricted in use to valid repair and re-commissioning costs in accordance with
a re-commissioning plan agreed to between the Company and the Bank, with any
remaining cash released to the Company once the plants are operational. The
remaining proceeds, net of related transaction costs, are intended to be used
for general working capital purposes.

Advances against the Revolver are payable on demand and bear interest at the
Prime Rate plus 1.00%. Beginning in 2007, amounts outstanding under the Revolver
must be repaid in full and a zero balance maintained for at least 30 consecutive
days at any time during the year. The Company has not made any borrowings under
the Revolver.

The Loan Agreement places certain restrictions on the Company's ability to make
distributions to Members and on transactions with affiliates. The Loan Agreement
further subjects the company to certain financial and other covenants, including
maintaining a minimum Net Worth and minimum Debt Service Coverage ratio, and
requiring that the Facilities be operational by no later than June 30, 2006. The
Company is not in violation of any such covenants. The Loans are collateralized
by substantially all assets of the Company and are personally guaranteed,
jointly and severably, by the three principal officers and founding partners of
the Company.

Application to Expand Service

On February 15, 2006, the Company filed an application with the CAISO for the
expansion of the Chula Vista Facility by up to 60 MW. The expansion remains
subject to CAISO approval in addition to the approval of the San Diego Gas &
Electric, the local utility, and various environmental permits, as well as the
Company's ability to arrange adequate financing. The Company hopes to obtain the
required permits, approvals and financing and to complete construction by summer
2007.


                                      F-17
<PAGE>

                          MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Merger Agreement and Recapitalization

On February 22, 2006, the Company entered into a binding term sheet agreement
(the "Merger Agreement") with Tompkins Capital Group ("TCG") to merge into a
publicly traded entity to be acquired and controlled by TCG ("Pubco") in
connection with TCG's raising $6 million of additional equity capital for the
combined company (the "Merger"). The Merger Agreement requires that, prior to
closing, the Managing Member reorganize as "C" Corporation, and the Members of
the Company exchange their Membership interests for shares in the Managing
Member, such that the Company, as well as the Manager, become wholly owned
subsidiaries of the Managing Member, which will then merge with Pubco. In
connection with the Merger, the shareholders of the Managing Member will receive
62.16% of the outstanding shares of Pubco in exchange for 100% of their shares
in the Managing Member. The Merger is subject to the prior due diligence of both
MMC and TCG. The Merger is to be completed within 30 days of the issuance of
this report.


                                      F-18
<PAGE>

                                MMC ENERGY, INC.
              PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

      The  accompanying  unaudited pro forma  condensed  consolidated  financial
statements  ("pro forma  statements")  reflect the proposed merger of MMC Energy
North America, LLC ("MMC") with a wholly owned subsidiary of High Tide Ventures,
Inc. ("High Tide"),  an inactive  publicly  registered shell corporation with no
significant  assets or  operations.  For accounting  purposes,  MMC shall be the
surviving entity.  The transaction is accounted for using the purchase method of
accounting.  The total purchase price and carrying value of net assets  acquired
of High Tide is $11,750. From February,  2003 until the date of the merger, High
Tide was an inactive  corporation  with no significant  assets and  liabilities.
While the  transaction is accounted for using the purchase method of accounting,
in substance the merger is a recapitalization of MMC's capital structure.

      Effective with the Merger, all previously outstanding membership interests
of MMC's members will be exchanged for an aggregate of 23,875,000 shares of High
Tide  common  stock.  The value of the stock that was issued was the  historical
cost of High Tide's net tangible  assets,  which did not differ  materially from
their fair value. In accordance with Statement of Financial  Accounting Standard
141, MMC is the acquiring entity.

      The  Proforma  Unaudited  Financial   Statements  have  been  prepared  by
management  of MMC in order  to  present  consolidated  financial  position  and
results of operations of High Tide and MMC as if the acquisition had occurred as
of  December  31,  2005 for the pro forma  condensed  balance  sheet and to give
effect to the acquisition of High Tide, as if the transaction had taken place at
January 1, 2005 for the pro forma condensed consolidated statement of losses for
the year ended December 31, 2005.

      The pro forma  information  is based on  historical  financial  statements
giving  effect  to the  proposed  transactions  using  the  purchase  method  of
accounting and the assumptions and adjustments in the accompanying  notes to the
pro forma financial statements. The unaudited pro forma financial information is
not necessarily  indicative of the actual results of operations or the financial
position which would have been attained had the acquisitions been consummated at
either of the foregoing dates or which may be attained in the future.

      The pro forma  statements  have been prepared  from, and should be read in
conjunction  with,  MMC's  audited  financial  statements  for the  period  from
inception  (February 7, 2005) through December 31, 2005, and High Tide's audited
financial statements for the year ended December 31, 2005.


                                      F-19
<PAGE>

                                MMC ENERGY, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                      ProForma        Note    ProForma
                                                           MMC          High Tide    Adjustments      Ref   Consolidated
                                                        -----------   ------------   ------------     ----  ------------
                       ASSETS
<S>                                                     <C>           <C>            <C>               <C>  <C>
Current Assets:
Cash and cash equivalents                               $ 3,009,010   $     50,107   $    175,000      2a   $ 10,926,035
                                                                                       (2,702,633)     2b
                                                                                          944,658      2c
                                                                                        9,500,000      2d
                                                                                          (50,107)     2e
Deposit for acquisition of power plant                      200,000                      (200,000)     2b             --
                                                        -----------   ------------   ------------           ------------
Total Current Assets                                      3,209,010         50,107      7,666,918             10,926,035

Fixed Assets:
Land & Power Generating Equipment                                                       3,282,257      2b      3,282,257
                                                                                     ============           ============
Other Assets:
Deferred acquisition cost                                   379,624                      (379,624)     2b             --
Restricted cash                                                  --                     2,055,342      2c      2,055,342
                                                        -----------   ------------   ------------           ------------
Total Other Assets                                          379,624                     1,675,718              2,055,342

Total Asets                                             $ 3,588,634   $     50,107   $ 12,624,893           $ 16,263,634
                                                        ===========   ============   ============           ============

            LIABILITIES AND STOCKHOLDERS'
                       EQUITY
Current Liabilities:
Accounts payable & accrued liabilies                    $   393,554   $     20,458   $    (20,458)     2e   $    393,554
Due To Related Party                                             --         50,000        (50,000)     2e             --
Current Portion of Senior Term Loan                                                       185,185      2c        185,185
Deposits for suscribed membership interests               3,008,333             --     (3,008,333)     2a             --
                                                        -----------   ------------   ------------           ------------

Total Current Liabilities                                 3,401,887         70,458     (2,893,606)               578,739

Senior Term Loan                                                                        2,814,815      2c      2,814,815

Members Equity:                                             186,747                     3,183,333      2a             --
                                                                                       (3,370,080)     2e
Stockholders Equity:
Common Stock                                                                19,430         23,875      2e         45,625
                                                                                           (7,680)
                                                                                           10,000      2d
Additional Paid-in Capital                                                  33,570      3,346,205      2e     12,836,205
                                                                                        9,490,000      2d
                                                                                          (33,570)     2e

Accumulated Deficit                                                        (73,351)        73,351      2e        (11,750)
                                                        -----------   ------------   ------------           ------------
                                                                                          (11,750)     2f
                                                                                     ------------
Total Stockholders' Equity                                                 (20,351)    12,890,431             12,870,080
Total Liabilities and Members' Equity                   $ 3,588,634   $     50,107   $ 12,624,893           $ 16,263,634
                                                        ===========   ============   ============           ============
</TABLE>


                                      F-20
<PAGE>

                                MMC ENERGY, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2005

<TABLE>
<CAPTION>
                                                                                      ProForma        Note    ProForma
                                                           MMC          High Tide    Adjustments      Ref   Consolidated
                                                        -----------   ------------   ------------     ----  ------------
<S>                                                     <C>           <C>            <C>                    <C>
Operating Expenses:
Selling, General and Administrative                     $    20,856   $     32,020                          $     52,876
                                                        -----------   ------------   ------------           ------------
Total Operating Expenses                                     20,856         32,020                                52,876

Loss from Operations                                        (20,856)       (32,020)                              (52,876)

Other  Income  (Expense)                                     (2,369)            --        (11,750)     2f        (14,119)
 Income (Taxes) Benefit                                          --             --             --                     --
                                                        -----------   ------------   ------------           ------------

Net Loss                                                $   (23,225)  $    (32,020)  $    (11,750)          $    (66,995)
                                                        ===========   ============   ============           ============
Basic loss per share                                            N/A   $      (0.00)                         $      (0.00)
                                                                                                            ============

Weighted average number of shares
outstanding                                                     N/A     12,650,000                            45,625,000
                                                                      ============                          ============
</TABLE>


            See accompanying notes to pro forma financial statements


                                      F-21
<PAGE>

                                MMC ENERGY, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

1.    BASIS OF PRESENTATION

These  pro  forma  consolidated  financial  statements  have  been  prepared  in
accordance with generally accepted accounting principles in the United States of
America  ("GAAP") and MMC's accounting  policies,  as disclosed in Note 2 of the
audited financial statements of MMC for the period ended December 31, 2005.

The pro forma consolidated  financial  statements are based on the estimates and
assumptions  included in these notes and include all  adjustments  necessary for
the fair presentation of the transactions in accordance with GAAP.

These pro forma  consolidated  financial  statements are not intended to reflect
results of  operations  or the  financial  position  which  would have  actually
resulted had the  acquisition  been effected on the dates  indicated.  These pro
forma  statements  do not  include  any  cost  savings  or other  operations  or
financial position which may be obtained in the future.

2.    PRO FORMA  ADJUSTMENTS TO THE CONSOLIDATED  BALANCE SHEET AND STATEMENT OF
      OPERATIONS

The following  adjustments have been made as of December 31, 2005 to reflect the
transactions  described below, as if these transactions occurred on December 31,
2005 for purposes of the pro forma consolidated balance sheet.

a.    To record MMC's acceptance of subscriptions received prior to December 31,
      2005 and  issuance  of limited  liability  company  interests  its members
      totaling $3,008,333, and additional interests sold of $175,000, in January
      and February 2006.

b.    To record MMC's  consummation  of the  Acquisition  at a purchase price of
      $2,625,000 plus acquisition costs of $657,257.

c.    To record MMC's issuance of a $3,000,000  senior debt  facility,  of which
      $2,055,342   was   restricted  in  use  to  cover   budgeted   repair  and
      re-commissioning expenses, in January 2006.

d.    To record the sale of 10,000,000 shares of High Tide common stock at $1.00
      per  share  for  total  proceeds  of  $10,000,000,  and  net  proceeds  of
      $9,500,000  after estimated issue costs of $500,000,  assuming the maximum
      raise.

e.    To record the exchange of MMC limited  liability  company equity interests
      for  23,875,000  shares  of High  Tide  common  stock;  the  surrender  of
      7,679,738 shares of High Tide common stock by Hide Tide stockholders prior
      to the merger; the distribution of Hide Tide assets and the extinguishment
      of all Hide Tide liabilities  prior to the merger;  and the elimination of
      Hide Tide's capital  structure.  All High Tide common share issuances have
      been adjusted for the effect of the proposed 1.53594772 to one (1) forward
      stock split.

f.    In connection with the merger and recapitalization,  MMC expects to record
      a charge to operations representing the value of the common stock retained
      by the Hide  Tide  shareholder  of  $11,750,  as an  organization  cost in
      accordance with SOP 98-5.


                                      F-22
{"company-data": {"conformed-name": "High Tide Ventures, Inc.", "cik": "0001312206", "assigned-sic": "1000", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51968", "film-number": "06840738"}, "business-address": {"street1": "747 17TH STREET, SUITE 301", "city": "WEST VANCOUVER", "state": "A1", "zip": "V7V 3T4", "phone": "604-351-1897"}, "mail-address": {"street1": "747 17TH STREET, SUITE 301", "city": "WEST VANCOUVER", "state": "A1", "zip": "V7V 3T4"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ------------------

                                    FORM 8-K

                                ------------------

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 15, 2006

                               ------------------

                                MMC ENERGY, INC.
                        (f/k/a High Tide Ventures, Inc.)

             (Exact name of registrant as specified in its charter)

                                ------------------

         Nevada                      333-121542               98-0493819
----------------------------  ------------------------  ------------------------
(State or other jurisdiction  (Commission File Number)     (I.R.S. Employer
    of incorporation)                                   Identification Number)

           26 Broadway, Suite 907
              New York, New York                             10004
     (Address of principal executive offices)               (Zip Code)

                                  212-977-0900
              (Registrant's telephone number, including area code)

                                ------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                                ------------------
FORWARD LOOKING STATEMENTS

      This Current Report on Form 8-K contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. This Current
Report includes statements regarding our plans, goals, strategies, intent,
beliefs or current expectations. These statements are expressed in good faith
and based upon a reasonable basis when made, but there can be no assurance that
these expectations will be achieved or accomplished. These forward looking
statements can be identified by the use of terms and phrases such as "believe,"
"plan," "intend," "anticipate," "target," "estimate," "expect," and the like,
and/or future-tense or conditional constructions ("will," "may," "could,"
"should," etc.). Items contemplating or making assumptions about, actual or
potential future sales, market size, collaborations, and trends or operating
results also constitute such forward-looking statements.

      Although forward-looking statements in this report reflect the good faith
judgment of management, forward-looking statements are inherently subject to
known and unknown risks, business, economic and other risks and uncertainties
that may cause actual results to be materially different from those discussed in
these forward-looking statements. Readers are urged not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
report. We assume no obligation to update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
report, other than as may be required by applicable law or regulation. Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange Commission which attempt to
advise interested parties of the risks and factors that may affect our business,
financial condition, results of operation and cash flows. If one or more of
these risks or uncertainties materialize, or if the underlying assumptions prove
incorrect, our actual results may vary materially from those expected or
projected.

                                EXPLANATORY NOTE

      On May 3, 2006, High Tide Ventures, Inc. ("High Tide") changed its name to
MMC Energy, Inc. On May 15, 2006, High Tide's wholly-owned subsidiary, MMC
Acquisition Corp. ("Acquisition Sub") merged with and into MMC Energy North
America, LLC, a Delaware limited liability company ("MMC North America").
Pursuant to the merger between Acquisition Sub and MMC North America (the
"Merger"), MMC North America became a wholly-owned subsidiary of High Tide and,
with the proceeds of High Tide's private placement offering which closed
concurrently with the Merger (the "Offering"), High Tide will continue the
existing business operations of MMC North America as a publicly-traded company
with the name MMC Energy, Inc. (the "Company"). Unless otherwise indicated, the
terms "the Company," "we," "us," and "our" refer to MMC Energy, Inc. after
giving effect to the Merger and the closing of the Offering, unless the context
clearly indicates otherwise. The term "High Tide" refers to MMC Energy, Inc.
(f/k/a High Tide Ventures, Inc.) before giving effect to the Merger, and the
term "MMC North America" refers to MMC North America, LLC, before giving effect
to the Merger.

Item 1.01. Entry into a Material Definitive Agreement.

      On May 15, 2006, the Company consummated the Merger and the Offering. For
a description of the Merger and the Offering, and the material agreements
entered into in connection therewith, please see Item 2.01 of this Current
Report on Form 8-K, which disclosure is incorporated herein by reference.

                                       2
Item 2.01. Completion of Acquisition or Disposition of Assets.

                       THE MERGER AND RELATED TRANSACTIONS

The Merger

      On May 15, 2006 (the "Closing Date"), High Tide, Acquisition Sub, and MMC
North America entered into a Merger Agreement and Plan of Reorganization (the
"Merger Agreement"). On the Closing Date, Acquisition Sub completed its Merger
with and into MMC North America. High Tide acquired the business of MMC North
America pursuant to the Merger and, with the proceeds of the Offering, will
continue the existing business operations of MMC North America as a
publicly-traded company under the name MMC Energy, Inc. Prior to their entry
into the Merger Agreement, no material relationship previously existed among the
parties to the Merger Agreement. The Merger Agreement is attached as Exhibit 2.1
hereto and is incorporated herein by reference.

      On the Closing Date, the holders of MMC North America's outstanding
membership interests before the Merger (the "MMC North America Stockholders")
surrendered all of the outstanding membership interests of MMC North America and
received 23,875,000 shares of common stock of the Company, par value $0.001 per
share (the "Common Stock"). The stockholders of High Tide before the Merger (the
"High Tide Stockholders") retained 11,750,000 shares of Common Stock.

      The Merger Agreement contains customary representations, warranties and
covenants of High Tide, MMC North America and, as applicable, Acquisition Sub,
for like transactions. Breaches of representations and warranties are secured by
customary indemnification provisions. The Merger Agreement contains a
post-closing adjustment to the number of shares of Common Stock issued to the
Company Stockholders, whereby up to an additional 2,000,000 shares of Common
Stock may be issued, on a pro rata basis, to the MMC North America Stockholders
for any breach of the Merger Agreement by High Tide discovered during the two
year period following the Closing Date.

      The Merger will be treated as a recapitalization of the Company for
financial accounting purposes. Accordingly, the historical financial statements
of High Tide before the Merger will be replaced with the historical financial
statements of MMC North America before the Merger in all future filings with the
Securities and Exchange Commission (the "SEC").

      On the Closing Date, Brent Peters and Douglas Smith, constituting all of
the directors of High Tide prior to the Merger, appointed Karl W. Miller and
Dennis Gagnon to fill two of the vacancies on the Board. Also on the Closing
Date, Messrs. Peters and Smith resigned from the Board, effective May 26, 2006.
On May 26, 2006, Messrs. Miller and Gagnon are expected to appoint Martin Quinn
to fill one of the vacancies on the Board following the resignation of Messrs.
Peters and Smith. The remaining vacancies will be filled upon the finding of
suitable candidates. Also on the Closing Date, the then-current officers of High
Tide resigned and new executive officers designated by the MMC North America
Stockholders were appointed. The current officers and directors are identified
on page 31 under "Directors and Executive Officers."

      Prior to the Merger, the Company's 2006 Equity Incentive Plan was adopted
by the Board and the High Tide Stockholders. The Company anticipates that its
stockholders after the Merger will ratify the adoption of the 2006 Equity
Incentive Plan and any awards that were made under the Plan through the date of
such ratification. Under the Plan, 2,000,000 shares of Common Stock are reserved
for issuance as incentive awards granted to executive officers, key employees,
consultants and directors after the closing of the transactions described
herein.

                                       3
The parties have taken all actions necessary to ensure the Merger is
treated as a "tax free exchange" under Section 351(a) of the Internal Revenue
Code of 1986, as amended.

The Offering

      Concurrently with the Merger, the Company closed the Offering of
10,000,000 shares of Common Stock. On the Closing Date of the Merger, the
investors in the Offering collectively purchased 10,000,000 shares of Common
Stock for total consideration of $10 million (the "PPO Closing").

      The sale of Common Stock in the Offering was exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 506 of Regulation D as promulgated by the SEC. The Merger, the
Offering and the other transactions related thereto sometimes are collectively
referred to herein as the "Transactions." In the Offering, no general
solicitation was made by us or any person acting on our behalf; the Common Stock
was sold pursuant to transfer restrictions, and the certifications for shares
sold in the Offering contained an appropriate legend stating that the Common
Stock was not registered under the Securities Act of 1933, and may not be
offered or sold absent registration or an exemption therefrom.

      In connection with the completion of the Offering, the Company's placement
agents in connection with the offering, Sanders Morris Harris Inc. and Canaccord
Capital Corporation, received a five percent sales commission on investors the
respective placement agents brought into the Offering (the "Finder's Fee").

Restricted Securities and Registration Rights

      All securities issued in connection with the Transactions will be
"restricted" securities and will be subject to all applicable resale
restrictions specified by federal and state securities laws.

      The Company has committed to file a registration statement covering the
Common Stock within 120 days from the Closing Date and shall use reasonable
efforts to cause such registration statement to become effective no later that
120 days after the date filed. The Company shall maintain the effectiveness of
this registration statement through the first anniversary of the Closing Date
and shall use its best efforts to maintain the effectiveness of this
registration statement through the second anniversary of the date the
registration statement is declared effective by the SEC or until the holding
period of Rule 144(k) of the Securities Act has been satisfied for the investors
in this Offering with respect to all of their shares, whichever is earlier. The
Company will be liable for customary penalties if the registration statement is
not effective on the date by which the Company is required to cause it to become
effective, consistent with the Registration Rights Agreement entered into with
the Investors in the Offering, which Registration Rights Agreement is attached
hereto as Exhibit 10.2.

Split-Off Agreement

      Contemporaneously with the closing of the Merger, the Company split off
its wholly-owned subsidiary, High Tide Leasco, Inc., a Nevada corporation
("Leaseco"), through the sale of all of the outstanding capital stock of Leaseco
(the "Split-Off"). The Company executed a Split Off Agreement with Brent Peters,
Douglas Smith, MMC North America and Leaseco, a copy of which is attached to
this Current Report on Form 8-K and incorporated herein by reference.

Lock-Up Agreements

      Each of the MMC North America Stockholders has agreed not to offer, sell,
contract to sell or otherwise dispose of or transfer title to any of the shares
of Common Stock acquired pursuant to or in connection with the Merger Agreement,
during the period commencing on the Closing Date and ending on the 12-month
anniversary of the Closing Date (the "Lockup Period"), without the prior written
consent of the Company. Such agreements are set forth in written Lock-Up
Agreements, executed as of the Closing Date, with each of the MMC North America
Stockholders, a form of which is attached hereto as Exhibit 4.2.

                                       4
Pro Forma Ownership

      Immediately after giving effect to the Merger, the sale of Common Stock in
the Offering and the other transactions described herein, not including shares
reserved for issuance under the Company's Equity Incentive Plan, there are
issued and outstanding 45,625,000 shares of Common Stock, as follows:

      o     the former members of MMC North America hold 23,875,000 shares of
            Common Stock issued to the members in the Merger, representing
            approximately 52.33% of the Company's outstanding common shares;

      o     purchasers of Common Stock in the Offering hold 10,000,000 shares of
            Common Stock, representing approximately 21.92% of the Company's
            outstanding common shares; and

      o     the existing stockholders of the Company retained 11,750,000 shares
            of Common Stock, representing approximately 25.75% of the Company's
            outstanding common shares.

                                       5
PART I

                           1. DESCRIPTION OF BUSINESS

Company Overview

      The Company is an energy management company formed in February 2005 to
acquire and actively manage deep value assets in the U.S. power generation
industry. Immediately following the Merger, the business of the Company will be
substantially the business operations of MMC North America prior to the Merger.
The members of management of the Company are experts in the energy field
including the acquisition, restructuring and operation of energy assets, as well
as risk management.

      The Company is an Acquisition Company which primarily acquires and
operates deep value power generation assets in North America. The Company's
mission is to create long-term value from deep discount acquisitions through
structuring disciplined acquisitions and hands on post-acquisition asset
management. The Company currently owns power generation assets in California and
is pursuing an aggressive portfolio acquisition and growth strategy of acquiring
small to medium-sized power generating facilities primarily in California,
Texas, the Mid-Atlantic and Northeastern U.S.

      The U.S. power generation sector is fragmented and has recently suffered a
cyclical downturn in most regions, which presents many deep discount acquisition
opportunities. An oversupply of electric generation capacity exists in many
regions of the U.S., which is the result of significant investments in new power
generation over the past decade. As a result, power prices have declined in many
of these overbuilt regions, reducing the value of generation assets. Also, the
increased volatility in fuel prices has had an adverse effect on the few asset
owners that can still trade electricity. The owners and financiers of these
assets, who originally relied on flawed fundamentals and unrealistic
expectations, have experienced considerable financial distress, often leading to
bankruptcy, debt restructuring, asset repossession by lenders, or asset sales.
The Company expects that these companies will continue to divest assets at
discounted prices to obtain liquidity and retire project debt, leading to a
substantial number of high-quality, yet financially distressed assets that are
available for sale.

      The Company believes additional deal flow will be derived from mergers of
large utilities that will require divestitures in regions where the combined
entity would otherwise exert excessive market power. Additionally, many assets
are held by purely financial investors where long-term fixed contracts for
revenues, fuel supply and operations, shield them from operation risk. As those
profitable contracts expire, such financial owners generally will seek to
immediately liquidate their investment. The Company's strategy is to acquire
such assets that are often available at a deep discount and create long-term
value by restructuring, refinancing, managing and operating those assets.

      The Company strives to create long-term value from deep discount
acquisitions through a dual focus on financial structuring and post-acquisition
asset management. The Company's target market consists of small to medium-sized
power generating facilities, located in California, Texas, the Mid-Atlantic and
Northeastern U.S., where many "red zones" (high electricity demand relative to
limited available capacity) are present. These power facilities, as opposed to
"contracted" facilities, compete in the highly volatile unregulated wholesale
markets for power and lack the stability of long term contracts at fixed prices
for both revenues and fuel costs (typically gas or coal). Their assets require
an experienced owner, operator and risk manager who is capable of executing and
administering all of the necessary oversight and controls. On the cost side,
such assets are often burdened with the typical high cost structure of regulated
plants, which include high labor costs, outdated utility supply agreements, and
out-of-the-money tax treatments. The Company believes it will realize a
significant amount of value through restructuring the plant's operations and
maintenance, repair and overhaul contracts, supply and off-take agreements, and
re-aligning the plant's cost structure to its new market-based environment.

      The Company believes that it can compete effectively for deals in its
niche market. The Company believes that most large energy investment firms focus
primarily on acquiring larger regulated and contracted assets. Equipped
primarily with financial engineering skills as opposed to asset operating
experience such as that enjoyed by the Company, such firms have a limited
universe of acquisition targets and greater competition for them. The assets
acquired, therefore, typically have capped cash flows whose primary value
drivers are characterized by low rates of return and lower weighted average cost
of capital. The Company does not believe that such firms will be able to extract
sufficient returns on investment by only employing leverage and exchanging cash
flow risk for credit risk. Competitors for small power generating assets, such
as the Facilities and future the Company targets, are typically more lacking in
management depth and access to capital and deal flow.

                                       6
The Company has launched its strategy with its acquisition of two such
deep discount generating facilities in the San Diego, California region (each a
"Facility" and collectively, the "Facilities") in January, 2006. The Company is
leveraging the acquisition to enter the California wholesale power and
electricity market, and in particular, the San Diego region, which is currently
a "red zone." The Company acquired the formerly idle Facilities for what it
believes to be a deeply discounted value and believes the Facilities are likely
to appreciate substantially in value following their repair and
re-commissioning. The Company expects the Facilities to be fully re-commissioned
and earning revenues by May 15, 2006.

      The Company expects further value to be added through expanding the
Facilities. The Chula Vista Facility, one Facility acquired, was originally
developed with a view towards supporting two distinct generating units, and
presents an attractive expansion opportunity. The Company has obtained a
preliminary quote to purchase two General Electric LM-6000 turbines at a
discounted price, and for additional ancillary equipment and construction
services to build out a second unit on site - a combined investment of
approximately $50 to 55 million. The combined LM-6000 unit would represent over
twice the capacity of the existing unit (96 MW), and operate much more
efficiently. Accordingly, the LM-6000 unit can be expected to sell energy
profitably during virtually all "peak hours," greatly enhancing expected
revenues and profitability from the Facility. Further growth from the Facilities
may come from replacing the existing units with additional LM-6000 units.

      The Company believes its access to deal flow, primarily from proprietary
sources, provides an additional advantage. The Company continues to screen deal
opportunities received through such sources, and hopes to close on at least one
additional acquisition during 2006. The Company has recently commenced exclusive
due diligence on one such opportunity which it hopes to close by July 2006.

Industry Overview

      The energy industry has immense scope and scale. The energy industry is a
cornerstone of the American economy and the third-largest industry in the U.S.
Generating over $270 billion in revenues in 2004, the industry's total asset
value exceeded $500 billion. The continued successful operation of the industry
is critical for American economic success and national security. Power
generation is a vital component of the industry.

      The Company believes that unprecedented portfolio and individual asset
acquisition and restructuring opportunities exist in the distressed power and
gas markets in the U.S. Significant excess capacity, depressed power prices,
uncertain regulatory structures, excessive debt, and credit rating pressure are
forcing energy and utility companies to re-evaluate their asset portfolios with
an eye on divestitures.

                                       7
US Electric Value Chain - 2004 Data
                                [CHART OMITTED]

      Recent History of the U.S. Electric Power Market

      During the early 1990s, the nation embarked on a power market
restructuring program that ended the traditional regulatory guarantee that
utilities would earn a minimum return on investment. Utilities, unsure that they
would be able to recover their investment costs, postponed much of the
construction of new capacity.

      Absent new construction, capacity reserve margins (the excess of available
supply over peak demand for electricity) declined steadily and, by the late
1990s, rising power prices began to reflect the need for additional capacity.
Prices rose moderately in the Northeast from 1999 to 2001, but prices surged in
other regions. The price increases were largest in the West where market
manipulation and shortages drove prices to astronomical levels in 2000 and 2001.

         The rising power prices, combined with new market regulations in some
regions, encouraged investors to install new generation capacity. The year 2002
marked the "high water mark" for capacity additions to the US, as over 66,000 MW
of new installed capacity entered service, with over 200,000 MW in total
entering service from 1998-2004. However, by late 2001, the effects of the
slowing U.S. economy and the new capacity coming on-line combined to drop
wholesale power prices to extremely low levels. The boom and bust cycle was most
evident in the West where the astronomical prices in 2001 were followed with a
price collapse in 2002. Prices bottomed out in early 2002 and then began a slow
rise. This trend suggests that the power generation business is similar in its
cyclical nature to other "high cost of entry" and "long lead time" industries.

                                       8
Bubble and Correction in the U.S. Power Sector
                               [GRAPHIC OMITTED]

      In addition to excess capacity, there are many other factors that
contributed to the depressed state of the industry. Over expansion into natural
gas powered plants and the unexpected rise in gas prices, highly leveraged
investments and lack of management capability exacerbated the situation.
Historically, power generation assets have been financed with long-term recourse
debt supported by long-term stable revenues backed by power purchase agreements
("PPAs") and "tolling arrangements" (effectively, renting the facility) from
credit worthy utilities and merchants. With the advent of deregulation, such
arrangements were no longer available. Banks chose to finance these new small
power generating assets with a short term debt structure assuming that such debt
could be refinanced in capital markets at some future date after completion and
the plants had an opportunity to develop a track record. Once the power markets
began to deteriorate, non-performing assets left creditors with looming debt
problems. By late 2001, loss of liquidity resulted in failure of nearly all of
the small power generating assets, resulting in bank foreclosures. However,
banks were initially averse to recognizing the impairment of their loan
portfolios and held on to the assets rather than liquidating them. The bid-ask
spreads have started to narrow only recently.

      The U.S. power market is now entering a period of recovery after a
prolonged period of depression. After the market collapse, construction of new
capacity generally ground to a halt. Even with increasing fuel costs, it is
expected that spark spreads (the difference between the price of 1 MW of power
and cost of energy needed to produce it) will increase as demand catches up
again to supply. The pace and depth of that recovery, including anticipated
increases in the value of power generation assets and associated infrastructure,
will vary by asset type and region. The California market is recovering from its
2000 - 2001 energy crisis, and reserve margins (available power supply in excess
of projected peak demand) are already less than desired limits in many regions
within the State. The Company's existing Facilities are well positioned to help
meet this growing demand. Other regions in the U.S., particularly in the
Northeast, face the same challenges and offer similar investment opportunities.
The Company will look for future growth primarily in these regions.

                                       9
Strategy

      The Company will be managed by an experienced team of dedicated investment
professionals with significant sector-specific knowledge and experience in
private equity, structured finance, project finance, commodity pricing, risk
management, and operations in the energy industry to select, acquire and manage
undervalued assets. The principal executives will increase the operational
efficiency of the assets acquired and, hence, their long-term value. It is
expected that this will maximize value for the Company.

      The Company believes that many energy investment firms have focused
primarily on passive equity investments and balance sheet restructurings.
Equipped with largely financial engineering skills, such firms have a limited
universe of acquisition targets. The assets acquired therefore typically have
capped cash flows whose primary value drivers are characterized by low rates of
return and lower weighted average cost of capital.

      The Company differentiates itself from competitors through its dual focus
on structuring asset acquisitions and post-acquisition asset management. To
date, most energy investment platforms have primarily focused on acquiring
regulated and contracted assets. The Company does not believe that investors in
such firms will be able to extract sufficient returns by only employing leverage
and exchanging cash flow risk for credit risk. To create long-term value,
market-based assets require an experienced owner, operator and risk manager who
is capable of executing and administering all of the necessary oversight and
controls. The Company seeks to create long-term value by:

      o     Acquiring undervalued, underperforming power, gas and related energy
            assets with the goal of achieving returns on invested capital in
            excess of 20% by optimizing operational performance of the assets
            acquired;

      o     Making capital improvements to the assets to enhance their earnings
            potential;

      o     Rebuilding and enhancing revenues of, and reducing costs of acquired
            assets;

      o     Pro-actively managing commodity risk to preserve capital; and

      o     Restructuring and optimizing the balance sheets of acquired assets.

      The Company believes that investing in energy sector assets requires more
than financial sophistication. Rather, the Company believes that financial
engineering skills coupled with operational expertise provide the optimal
capabilities to manage the operating and financial risks of capital intensive
assets. The Company is not aware of any other energy company of similar size
that employs the asset and energy management strategy, possesses the same kind
of strategic relationships or possesses the breadth and depth of experience to
compete effectively with the Company. The Company has been developed with these
advantages in mind.

      The Company has observed an increasing number of asset owners defaulting
on their non-recourse debt service obligations and walking away from the
distressed assets, leaving them to be enforced upon as collateral by their
creditors. This process can result in a significant disruption at the plant
level, resulting in the need for immediate management oversight, such as was the
case with the Facilities. Furthermore, many current acquisitions are being made
by entities that are not structured to self-operate and self-manage their assets
to achieve optimal returns. In many such cases, third parties are hired to
operate the plants, resulting in misaligned goals between owners and operators,
without a proper level of oversight.

                                       10
The Company intends perform the asset management function directly for its
acquired assets. The Company will manage the physical, operational and financial
risks associated with power assets, drawing in part on the expertise of its
management. The Company will closely manage the profits and losses of each
asset, directly negotiate all key operating contracts, and actively monitor all
the vendors as well as plant supervisors and staff.

      Investment Philosophy

      The Company will seek to achieve superior returns by focusing on:

      o     Integrated Operations and Risk Management - The Company will take a
            hands-on approach to asset management, always looking for
            opportunities to enhance operating revenues and reduce costs. The
            Company will also manage the price exposure of its asset mix, and
            execute appropriate hedging strategies to preserve capital.

      o     Disciplined Investment Approach - The Company will focus on
            opportunities where it can add immediate value, and avoid large
            auction processes, so as to ensure a reasonable price range relative
            to expected cash flows. When bidding, the Company intends not to
            exceed disciplined valuation estimates in order to close a potential
            transaction.

      o     Focus on Capital Preservation - An important goal of the Company's
            acquisition strategy will be to preserve capital. The Company does
            not intend to make speculative investments, but will rather focus on
            pursuing superior returns by investing in and properly managing the
            risks associated with its asset portfolio.

      o     Proprietary Deal Flow - The Company will leverage the existing
            relationships of the Company's management with senior management of
            North American power companies, financial institutions and advisors
            to generate deal flow. Additionally, through the Company's prior
            participation in negotiated and private sales in the targeted
            sectors with such sources, the Company expects to be apprised of
            future acquisition opportunities on a real-time basis by various
            intermediaries, including investment banks, business brokers and
            professional consultants. The Company will also seek to utilize,
            wherever appropriate, the relationships, market access and expertise
            of the Company's management and board members to identify investment
            opportunities.

      o     Wide Range of Potential Deals - The Company has developed formal
            relationships with knowledgeable industry players that the Company
            believes will expose it to a wide range of investment opportunities.

      o     Maximizing Upside Potential - The Company intends to maximize upside
            potential through post-acquisition management, control and oversight
            by its' executives.

      Acquisition Considerations

      In general, the Company will address numerous pertinent issues with
respect to each proposed investment, including:

      o     Regulatory climate;

                                       11
o     Environmental issues and concerns;

      o     Size;

      o     Competitive landscape;

      o     Capital structure;

      o     Management abilities and staffing levels;

      o     Financial controls and systems; and

      o     Return on investment.

      In the case of investments in projects, such as the contemplated expansion
plans, the Company will also focus on numerous pertinent factors such as:

      o     Regulatory environment;

      o     Permitting issues and process;

      o     Site procurement;

      o     Feasibility studies (commercial, economic and technical);

      o     Contractual framework (terms and conditions);

      o     Risk management programs (including bonding, insurance and hedging);

      o     Potential conflicts between project participants (dispute resolution
            process and procedures);

      o     Estimated time to commencement and completion of implementation;

      o     Reputation, resources, experience and credit capacity of project
            participants;

      o     Offtake and supply arrangements; and

      o     Likely "ramp up" period.

      Diversification

      The Company will consider the effect of diversification when evaluating
acquisition opportunities. Diversification may be achieved by means of fuel mix
and resource requirements, geographic focus, industry, or risk profile of its
investments. On a geographic basis, the Company will make investments
predominantly in California, Texas, the Mid-Atlantic and in the Northeastern
U.S.

      The Company believes its multi-regional focus to be critical. It intends
to focus on markets, predominantly in California, Texas, the Mid-Atlantic and
the Northeast U.S., where "gas is on the margin", meaning that gas-fired plants,
which are typically the highest cost generators, set the wholesale market price
for power and consequently increases in gas prices can be mostly passed on to
the consumer. As noted above, the current investment opportunity was created by
an overbuilding of predominantly gas-fired small power generating plants, which
suffered greatly with the recent sharp increases in natural gas prices.
Accordingly, gas-fired plants are available at fractions of their cost to build.
However, despite the deeply discounted values, to be able to profit from such
opportunities, the gas plants must be in a region where gas plants set the price
for power in order to generate positive cash flows. Such regions also typically
include pockets of "red zones" as described above which are already supply
constrained, further pushing up prices in their region. The Company will also
look at selective coal-fired plants in those regions. While not typically
available at such deep discounts as gas-fired plants, coal plants, with much
cheaper fuel earn substantially greater net margins from energy sales in these
regions and tend to have a more stable revenue stream less susceptible to
commodity price risk.

                                       12
Risk Management

      The Company believes that risk mitigation is a proactive function that
preserves asset value if properly executed. The Company will establish policies,
procedures and risk limits to balance the risk/reward relationship of physical
and financial assets, and intends to take a disciplined approach to the
execution of these policies to assist in achieving value preservation.

      The Company will start its risk management program with an evaluation of
the existing contractual portfolio relating to an asset (fuel supply, transport,
physical power sales and financial gas and/or power hedges). The Company intends
to apply a proprietary and market-based modeling approach utilizing forward fuel
and power prices and volatilities to produce scenario analyses for potential
transactions and the then-existing portfolio.

      The Company intends to implement a suitable hedging program as an overlay
to the contract portfolio. Power and fuel hedging transactions may include any
combination of physical, financial forward, and derivative power sales and fuel
purchases. Such hedging transactions may consist of static transactions intended
to meet budgetary and/or risk mitigation objectives, or more dynamic strategies
intended to realize both the intrinsic and extrinsic value of a power or gas
asset. In all cases, the primary purpose of the trading operation is to manage
the market risk associated with its anticipated physical assets. The Company
does not intend to engage in any speculative trading.

                                       13
Risk Management Overview
                               [GRAPHIC OMITTED]]

Existing Assets Owned

      Description of the Existing Facilities

      The Facilities consist of two power generation facilities located in Chula
Vista and Escondido, California. Each Facility has a rated capacity of app. 44
MW and is considered a "peaking facility" in that it is called to run only
during periods of peak power demand. Each Facility is equipped with two Pratt &
Whitney FT4A-9 jet engines, and a spare Pratt & Whitney FT4A-9 jet engine (for a
total of 5) is stored at a neighboring warehouse. The Facilities also include
generators, transformers, other environmental and ancillary equipment, and spare
parts.

      The Facility located in Escondido includes 1.6 acres of land on which the
Facility resides. The Facility located in Chula Vista resides on 3.8 acres
subject to a long-term land lease, which expires in 2007, but is renewable at
the Company's option for up to three additional five year periods. The Company
believes that the market value of the Escondido land and scrap value of the
equipment acquired at both facilities exceeds their carrying value of $3.1
million, inclusive of capitalized acquisition costs.

      Business Opportunity for Facilities

      The Company's base business plan, upon re-commissioning the Facilities by
May 2006, is to qualify the Facilities with the California Independent System
Operator (CAISO) for spinning reserve services and to contract for installed
capacity revenues either through the CAISO or directly with third parties. (see
below - California Independent System Operator for a detailed description).

      The spinning reserve service requires that a facility be both on-line,
providing power to the CAISO grid, and be available and on call to increase
output in the event of an immediate (ten minute) demand for electricity, for
which the CAISO will pay market based clearing prices to the facility regardless
of whether the facility is called upon to provide the additional electricity. In
the event the facility is called upon to provide electricity, the CAISO pays the
market clearing price for this spin service, or the "capacity price" in addition
to purchasing the actual electricity provided at the greater of cost or market
price, referred to as the "energy price." The Company's revenue assumptions for
this spin service are based on a two year history of daily market clearing
prices per the CAISO.

                                       14
In addition to spinning reserves, there is a market for non-spinning
reserves, which operates the same way, except that the generator is not yet
running and synchronized to the grid, or not "spinning." Historically, spinning
reserves have provided a substantial premium to non-spinning reserves. However,
should this trend reverse, whether a long term or short term effect, the Company
will have the option to provide this service in lieu of spinning reserves.

      An additional source of revenues available to the Company is installed
capacity revenues, which are available to all generators in California.
Effective June 1, 2006, the California Public Utilities Commission requires that
each utility (or any other retail electricity providers) serving customers in
the State reserve specific sources of power generation sufficient to cover 115%
of its expected peak demand. This requirement is first satisfied by any specific
contracts such utility may have already in place with generators either directly
or through CAISO sponsored programs. For any remaining shortfall and in order to
specifically meet this requirement, the utility must find additional generators,
not already contracted for themselves, to enter into "Reliability Adequacy"
("RA") contracts. Such contracts simply link the generator to the retail
provider on an exclusive basis strictly for purposes of meeting this
requirement, and do not otherwise bind the generator to provide electricity or
other services exclusively to the counterparty, or in any way inhibit the
generator from earning other market based revenues. The Company is in
discussions with several small retail service providers to provide such RA
contracts for the period from June to December 2006. However, as the Company
believes the pricing will improve, or other capacity contract options will be
available to it prior to June 1, it has not bound itself to any party yet.

      The Company believes that the payments from spinning reserve and capacity
services alone will provide the majority of revenues, and that it can operate
profitably in the absence of any electricity sales. Accordingly, the Company
expects to have minimal exposure to commodity price risk.

      That said, market electricity sales are expected during high price peak
periods. The Company has obtained independently generated projections from
Calpine Energy Services ("CES") for the expected net revenues from electricity
sales over the next ten years given the specific operating characteristics of
the Facilities. To be conservative, the Company believes that only a portion of
such revenues will actually be realized. Furthermore, such sales may be offset
in part by the loss of capacity payments for those periods should the Company
decide to contract with a third party at a fixed price instead of taking market
prices from the CAISO (such decision to be made on a daily basis with a view to
maximizing revenues).

      As demand in the San Diego region is already straining existing supply,
CES projects increasing revenues for the Facilities over the next 4-5 years.
However, the increasing supply shortage and CAISO market improvements expected
to take effect during 2006 and 2007 are expected to result in new construction
of power generating assets. The new capacity will serve to reverse the trend of
increasing prices and spark spreads, representing the gross margin of price per
megawatt-hour of electricity over the cost of fuel required to generate it. This
new capacity is not expected to have a material impact on market prices until
2010. Therefore, the Company forecasts a decline in revenues beyond 2010, and a
re-powering of the Facilities required to maintain their competitive position.

                                       15
The Facilities have no direct employees and primary operations including
Energy Management and Operations & Maintenance are fully contracted with third
parties at competitive rates, and overseen closely by the Company. Upon
expiration of their initial terms, Energy Management and Operations &
Maintenance services will be put to bid among several firms with which the
Company has strong relationships. The Company will actively manage the
contractors and make all key operating and financial decisions.

      Expansion and Growth Opportunities

      The Chula Vista Facility was originally developed with a view towards
supporting two distinct generating units, and presents an attractive expansion
opportunity. The Company has obtained a preliminary quote to purchase two
General Electric LM-6000 turbines at a discounted price, and for additional
ancillary equipment and construction services to build out a second unit on site
- a combined investment of approximately $50-55 million. The LM-6000 units
combined will generate greater capacity than the existing unit (96 MW), and
operate much more efficiently. The LM-6000 unit will have a heat rate of
approximately 9 MMBtu/MWh compared to 14.5 MMBtu/MWh for the existing Facility -
in other words, it can produce electricity for approximately 60% of the cost of
the existing unit. Based on this level of efficiency, the LM-6000 unit can be
expected to sell energy profitably during virtually all "peak hours," greatly
enhancing expected revenues.

      The LM-6000's will also qualify for capacity and for spinning reserve
services (during off-peak hours) as well. While requiring substantial additional
capital, the expansion can be expected to greatly enhance the Company's net
revenues and cash flows. Furthermore, the Company believes it may be possible to
include two such LM-6000 units on site without impacting the existing Facility,
allowing it to run and generate revenues during the construction period.

      Upon successful completion of the initial LM-6000 expansion, the Company
would then seek to scrap the original generating unit. It would next look to
replace the Escondido unit with an additional LM-6000. The Company would seek to
complete the expansion and upgrades one at a time, so as not to be overly
disruptive to the Company's operations, and to revisit the market projections at
each phase.

      California Independent System Operator (CAISO):

      Independent System Operators (ISOs) were created upon the deregulation of
the utility industry to serve as regional non-profit organizations that ensure
reliable transmission system operation and to operate the energy market to
foster reasonable energy costs for electricity consumers in their region. For
consumers, the ISO ensures that their electrical needs are met around-the-clock
at a reasonable price. For energy companies, the ISO ensures equal access to
transmission lines. The ISO never buys or sells electricity by itself but acts
as an electronic auction house to match supply with demand. The California ISO
(CAISO) serves the California market in which it currently operates and which
will be a source of potential growth for the Company. Other ISOs perform a
similar function in other regions targeted by the Company, and while each ISO
has its own specific rules, the below description of the CAISO is generally
representative of such other regional markets.

      Energy Market:

      The CAISO Energy Market operates much like a stock exchange, with market
participants establishing a price for electricity by matching supply and demand.
The Energy Market consists of Day-Ahead and Real-Time Markets. The Day-Ahead
Market is a forward market in which hourly prices are calculated for the next
operating day based on generation offers, demand bids and scheduled bilateral
transactions.

                                       16
The Real-Time Market is a spot market in which current prices are
calculated at five-minute intervals based on actual grid operating conditions.

      In both the Day-Ahead and Real-Time markets, CAISO runs the bids to arrive
at a market clearing price by aggregating the lowest bids available until the
required capacity is available. All successful bidders are then paid for their
energy at this market clearing price upon delivery of the power at the times
specified. The market clearing price is subject to a $400/MWh cap imposed by the
California Public Utilities Commission.

                             Market Clearing Price
                                [GRAPHIC OMITTED]

      On a long-term basis, the CAISO has indicated its intent to adopt a nodal
pricing model similar to that of PJM Interconnect (the ISO for the mid-Atlantic
region). In such a model, the market clearing prices for the larger region
(Southern California excluding Los Angeles, or "SP-15" as known to CAISO, in our
case) are adjusted up or down on a micro-regional basis based on the
supply/demand and transmission constraints applicable to the particular
sub-region. Independent research obtained by the Company predicts the San Diego
region to remain capacity constrained relative to other SP-15 regions over the
next ten years such that the locational pricing is expected to be accretive once
enacted.

      Ancillary Services Market:

      Ancillary services are the provision of reserve energy generation capacity
that is available to be dispatched when the unexpected happens, such as a power
plant failure or a sharp rise in demand for power. This capacity can be bought,
sold and dispatched within seconds, minutes or hours. The primary ancillary
services are procured by the CAISO daily in day-ahead and hour-ahead forward
markets or auctions.

                                       17
The three primary ancillary services are:

      o     Spinning Reserves: Generation that is already on-line, or
            "spinning," with additional capacity that is capable of ramping over
            a specified range within 10 minutes and running for at least two
            hours.

      o     Non-spinning Reserves: Generation that is available but not on-line,
            that is capable of being synchronized and ramping to a specified
            level within 10 minutes, and then capable of producing dispatched
            energy for at least two hours.

      o     Regulation: Generation that is already up and running (synchronized
            with the power grid) and that can be increased or decreased
            instantly to keep energy supply and energy use in balance.

      Regulatory Environment

      In addition to the regional ISO's, power generators, as well as utilities
and the ISO's themselves, are subject to regulation by the Federal Energy
Regulatory Commission (FERC). The FERC must approve all changes of ownership of
power generating facilities, as well as such facilities' ability to sell power
in the wholesale markets, in order to protect against any one company obtaining
"market power" within a particular geographic region such that they can
unilaterally manipulate electricity prices in that region. While subject to such
provisions, the Company expects such approvals to be a formality for the
foreseeable future given its current size.

      In addition, power generators are subject to the Clean Air Act and other
environmental regulations. Under the clean air act, local Air Pollution Control
Boards, have the mandate to set emission limits on power generators and other
industrials that generate air emissions, including primarily sulfur dioxide,
nitrous oxide, and carbon dioxide. Air permits are generally transferable with a
change of ownership of a particular facility, however, are otherwise difficult
to obtain and are strictly enforced. The Facilities, and other potential
targets, are also subject to regulations on the use of hazardous materials,
waste water emissions, and ground contamination. All such licenses and permits
required to operate the Facilities have been successfully obtained or
transferred to the Company.

Employees

      On the Closing Date, the two officers of High Tide on the Closing Date
resigned, and the three principal officers were appointed by the Board. The
three new principal officers of the Company entered into employment agreements
with the Company for a period of three to five years. The employment agreements
are discussed on page 33 under "Executive Compensation." As of May 15, 2006,
there were no other employees. Immediately following the Closing Date, the
Company expects to hire two additional full-time employees for a total of five.
We expect that none of the employees will be represented by a labor union.

Legal Proceedings

      From time to time the Company may be named in claims arising in the
ordinary course of business. Currently, no legal proceedings or claims are
pending against or involve the Company that, in the opinion of management, could
reasonably be expected to have a material adverse effect on its business and
financial condition.

                                       18
Available Information

      We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Reports filed with the SEC
pursuant to the Exchange Act, including proxy statements, annual and quarterly
reports, and other reports we file, can be inspected and copied at the public
reference facilities maintained by the SEC at 100 F Street, N.E., Washington,
D.C. 20549. Investors may obtain information on the operation of the public
reference room by calling the SEC at 1-800-SEC-0330. Investors can request
copies of these documents upon payment of a duplicating fee by writing to the
SEC. The reports we file with the SEC are also available on the SEC's Internet
site (http://www.sec.gov).

                                  RISK FACTORS

      An investment in shares of Common Stock is highly speculative and involves
a high degree of risk. Only those investors who can bear the risk of loss of
their entire investment should participate. In addition to the other information
in this Memorandum, prospective investors should carefully consider the
following risk factors in evaluating an investment in the Company, although
these are not the only risk factors faced by the Company.

Risks Related to the Company

      The Company has a limited operating history.

      The Company was recently formed to acquire certain power generation
electricity facilities, which remain in the recommissioning stage. The Company
has a very limited operating history and, to date, has not earned any revenues.
Accordingly, it may be difficult for you to make an evaluation of our business
prospects.

      The Company's business is dependent on the implementation of our business
plan, including the future expansion of the power generation electricity
facilities and our ability to make future investments. There can be no assurance
that our efforts will ultimately be successful or result in revenues or profits.
There is no assurance that investors will not lose their entire investment.

      The Company may be unable to generate sufficient operating cash flow.

      The Company may not be able to reach long-term purchase agreements for our
generating capabilities. In the absence of appropriate purchase agreements from
creditworthy parties, the Company's economic model can be significantly impaired
by lower than anticipated demand and/or price for its output. This risk is
particularly acute in the early years of the Company's operating life when debt
service obligations may be high. The Company's failure to generate sufficient
operating cash flow may lead to financial default, which could result in the
failure of its business. There can be no assurance that the Company will be able
to enter into long-term purchase agreements or that any such purchase agreements
will adequately mitigate such risks. The economics of our existing power
generation electricity facilities and future projects may also be adversely
affected by higher than anticipated operating costs.

      The Company is subject to significant commodity pricing risk.

      The Company is subject to risks associated with the wholesale power
business including the price and supply of fuel, competition from new sources of
generation, excess generation capacity and demand for power, all of which impact
the price for power. There can be significant volatility in market prices for
fuel and electricity, and there are other financial, counterparty and market
risks that are beyond the control of the Company. It's inability or failure to
effectively hedge its assets or positions against changes in commodity prices,
interest rates, counterparty credit risk or other risk measures could
significantly impair its future financial results. In keeping with industry
trends, the Company's power generation facilities may operate wholly or
partially without long-term power purchase agreements. As a result, power from
these facilities may be sold on the spot market or on a short-term contractual
basis, which may affect the volatility of the Company's financial results.

                                       19
The Company may enter into financial contracts that are subject to
substantial credit risk.

      The Company may enter into financial contracts with third parties in
connection with contingent risk transfers or hedging arrangements to mitigate
its commodity price risk. There is no minimum credit standard required for the
Company's investment in any such security or any other financial instrument or
the counterparty's credit standing, in the case of financial contracts, and
many, if not all, of the financial contracts with third parties are expected to
be illiquid or non-transferable and non-investment grade or non-rated.

      Furthermore, such financial contracts will require that we and/or our
subsidiaries meet certain credit requirements. There can be no assurances that
the Company will be able to meet such credit requirements for all such hedging
strategies it wishes to employ.

      The Company may be unable to adequately maintain its operating facilities.

      The Company's financial performance is subject to numerous technical and
operational risks, including the risk of mechanical breakdown, spare parts
shortages, availability of transmission lines or pipelines, failure of equipment
to perform according to design specifications and other unanticipated events
which adversely affect operations. While the Company will seek to outsource its
day to day operations to creditworthy and appropriately bonded and insured third
parties (e.g. contractors and suppliers) who will bear some of such risk, there
can be no assurance that any or all such risk can be mitigated or that such
parties, if present, will perform their obligations. In addition, the Company's
business may depend upon transmission facilities owned and operated by others;
if transmission is disrupted or capacity is inadequate or unavailable, the
Company's ability to sell and deliver its wholesale power may be limited.

      Furthermore, the Company's financial performance in the near term is
heavily dependent on the successful and timely completion of the repair and
re-commissioning process at the Facilities. While the Company is near completion
of this process, it has not yet test fired the Facilities, and there can be no
assurance that the Facilities will operate as and when expected.

      The Company may be unable to obtain additional capital in the future.

      The Company will need additional capital in the future to execute its
business plan, which capital may not be available on reasonable terms or at all.
The Company will need to raise additional funds through debt or equity
financings in order to meet our various growth objectives including but not
limited to:

      o     acquisitions of new assets;
      o     making capital improvements to the Company's power generating
            facilities, including the LM 6000 expansion;
      o     making unexpected major repairs or overhauls;
      o     complying with regulatory requirements such as licensing and
            registration; or
      o     maintaining compliance with applicable laws.

      Any such additional capital requirements may result in the need for
additional equity financing that may be dilutive.

                                       20
The Company has significant debt obligations.

      The Company has obtained debt financing of $3,000,000, with an undrawn
$500,000 line of credit, from a commercial lender. As a result, the Company has
a moderate degree of leverage, and the lender has a secured interest in all of
our assets, including the Facilities. Furthermore, the Company intends to
utilize leverage and incur additional debt in order to achieve its growth
strategy.

      Leverage has the effect of potentially increasing our losses. If the
Company's income and appreciation are less than the required interest and
principal payments on the borrowings, The Company's value, and thus the value of
its net assets, may decrease or, in extreme cases, the lender could obtain the
equity and the Company could suffer a total loss. Moreover, any material
increase in interest rates and/or risk margins could have a detrimental effect
on our earnings, to the extent not adequately hedged. Accordingly, any events
which adversely affects our value may be magnified to the extent we are
leveraged.

      The Company's facilities secure the existing bank financing, and future
assets acquired will likely secure any new debt obligations and could be
foreclosed upon under certain circumstances, including due to any unremedied
default pursuant to the loan documentation.

      High Tide may have liabilities arising from its prior business.

      Simultaneous with the closing of this Offering, High Tide will acquire the
business of the Company pursuant to the Merger and, with the proceeds of this
Offering, will continue the existing business operations of MMC America as a
publicly-traded company. Although MMC North America will conduct due diligence
of High Tide, there is a risk that the Company could be liable for liabilities
arising from the prior business of High Tide.

      The Company target investments in high-risk projects.

      The Company is targeting power assets that are undergoing construction,
operational, financial or other difficulties, including projects that are in
default under their financing documentation or other agreements. While such
power assets may present opportunities for high returns (and may be purchased at
a substantial discount), there is no assurance that such assets will result in
such returns. Investments in troubled assets generally will require more
extensive time commitments on the part of our management and carry a greater
risk that the relevant asset may fail.

      The Company may be unable to find and consummate suitable investments,
which would adversely affect our growth prospects.

      The Company's growth prospects depend largely on the ability of its
management to source, screen, select and make investments that it believes meet
our investment strategy, guidelines and policies. The availability of such
opportunities will depend upon (among other things) financial, market, business
and economic conditions and governmental policies.

      Although the Company believes that suitable opportunities consistent with
its investment objectives currently exist, there can be no assurance that it
will be able to identify and consummate a sufficient number of opportunities to
achieve its growth objectives, or to diversify the investments, even to the
limited extent described herein. Further, none of the Company's deal sources
have any affirmative obligation to seek, or present to us, opportunities for
investments.

                                       21
The demand for electricity follows seasonal weather patterns and is
dependent on weather conditions.

      The demand for electricity follows broad seasonal demand patterns, with
peak demand in summer months to run residential and commercial air conditioning
units. Accordingly, prices for electricity, as well as the related ancillary
services, are highest during the summer months. Since our existing facilities in
California are "peakers" as described below, they are typically called to run
only during peak seasonal periods. Accordingly, the seasonality of the Company's
revenues will be further accentuated, particularly in the near term since the
Facilities currently are the Company's only power-generating assets. Weather
conditions directly influence the demand for electricity and natural gas and
affect the price of energy commodities, and can affect the cost of production of
electricity at competing companies that use wind and hydro-power technologies.

      In addition, severe weather can be destructive, causing outages and/or
property damage, which could require that additional costs be incurred.
Furthermore, the Facilities, and possibly additional assets acquired in the
future, are subject to the risk of earthquakes in the State of California. The
Company believes it has adequate insurance coverage to mitigate this risk.

      The Company faces intense competition from entities with greater financial
resources that it has.

      The Company may be competing for investments against other groups,
including other independent power producers, private equity investment and hedge
funds, large and well-capitalized industrial groups, project developers and
operators, contractors, equipment suppliers, commercial, investment and merchant
banks, and insurance and reinsurance companies, some of which will have greater
resources than the Company. It is possible that competition for appropriate
investment opportunities may increase, thus reducing the number of opportunities
available and adversely affecting the terms upon which investments can be made.

      Furthermore, such other groups could finance new projects that compete in
the local markets in which the Company's facilities or planned projects operate.
Such new projects could compete in the wholesale market with and impact the long
term profitability of the Company's assets.

      The Company may incur significant fees in connection with transactions
that are not consummated.

      In many instances, the Company will engage outside consultants and
advisers, including legal, financial and technical advisers, to assist us in
connection with making, operating or disposing of its investments. The costs of
providing these services are expected to be material. There can be no assurance
that the Company will close all transactions on which material costs are
incurred. All such costs for deals not consummated will be expensed. These
amounts may be significant and could have an adverse impact on the Company's
financial results from operations.

      The Company's ability to take certain actions may be restricted by the
terms of our indebtedness.

      The covenants in the Company's debt documents may adversely affect its
ability to finance future operations or capital needs or to engage in other
business activities. These covenants limit or restrict the Company's ability and
the ability of its subsidiaries, under certain circumstances, to:

      o     incur additional debt;

      o     pay dividends and make distributions;

                                       22
o     repurchase our common stock or subordinated indebtedness prior to
            maturity;

      o     make certain investments;

      o     create liens on our assets;

      o     transfer or sell assets;

      o     enter into transactions with affiliates;

      o     issue or sell stock of subsidiaries; or

      o     merge or consolidate.

      The Company is subject to strict environmental rules and regulations which
are costly to comply with and subject to change.

      The Company's revenues depend predominantly on the California Independent
System Operators, or CAISO requirements for electricity to meet demand, and its
rules and regulations for providing such electricity. A part of its revenue
depends on successfully bidding to provide reserve generation capability and the
other part depends on negotiating to provide other ancillary services demanded
by CAISO. Accordingly, CAISO's forecasts on required energy needs in California
power market can significantly impact the Company's earnings potential. The
Company's business could be materially and adversely affected as a result of any
changes the CAISO's market rules and regulations that impose more comprehensive
or stringent requirements on its power generating facilities. There can be no
assurances that the Company's facilities will meet such future requirements.

      In addition, the Company may acquire power generating assets in regions
controlled by Independent System Operators, or ISOs other than CAISO. Such ISOs,
while having a similar mandate, each have their own specific rules to follow.
There can be no assurances that the Company can meet such additional rules.

      Failure to comply with any environmental, permitting and regulatory laws
enforced by local, state and federal agencies covering territories in which we
may invest in the future, could have adverse effects on us, including imposition
of cleanup liens and fines and expenditures to bring our facilities into
compliance.

      Although contamination from petroleum products does not subject parties to
liability under the Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA, if certain substances that are regulated under CERCLA
were discovered in the soil or groundwater of the Company's facilities' sites,
we could be responsible for the investigation and removal of such substances.
Although the Company did not assume liability under the lease for conditions
existing on the Chula Vista Facility site prior to the term of the lease, there
can be no assurance that responsibility for costs of the investigation or
removal of certain substances would not be imputed to the Company under CERCLA.

      The Company's failure to obtain permits necessary to operate our
facilities could have a material adverse effect on its operations and revenues.

      The Company is responsible for obtaining various permits and other
regulatory approvals required for the operation of its power generating
facilities. The Company has obtained all material permits and other regulatory
approvals currently required to operate the facilities. The renewal, extension
or obtaining of permits and approvals for the facilities, included those
required to expand the facilities as currently contemplated, are and may be
subject to contest or appeal under federal or state law and failure to comply
with such permits and approvals, or delay in obtaining or maintaining in full
force and affect any such permits and approvals, could prevent the operation of
the facilities, sales of power, or deliveries of fuel to the facilities or could
result in fines or other additional costs. There can be no assurance that, if
any such failure, contest or appeal occurs and the contest or appeal is finally
determined adversely to the Company, such determination would not materially and
adversely affect its financial results.

                                       23
The Company will be subject to the statutory and regulatory requirements
applicable to it and the assets that it owns or operates. These requirements
will include those imposed by zoning, environmental, safety, labor and other
regulatory or political authorities. Failure to obtain or a delay in the receipt
of relevant governmental permits or approvals, including (where applicable)
appropriate enabling legislation, could hinder the Company's operations and
cause it to incur fines or additional costs. Permits and approvals may be costly
and/or time-consuming to obtain. Moreover, the adoption of new laws or
regulations, or changes in the interpretation of existing laws or regulations or
changes in the persons charged with political oversight, could have a material
adverse effect upon us.

      The Company may be unable to attract and retain key personnel.

      The Company's success will depend in large part on the performance of the
managers, officers and other personnel of its subsidiary, MMC Management, LLC,
and the ability of MMC Management to retain individuals with the relevant
expertise to successfully manage the Company. The loss of any key personnel or
the material diversion of the time commitment of such personnel to matters other
than those relating to the Company could have a material adverse effect on our
performance.

      The Company is highly dependent on third-parties to operate its facilities
and its business.

      The Company is dependent upon third parties to, among other things: (a)
provide energy management services; (b) provide operations and maintenance
support; and (c) provide the fuel and other goods and services necessary for the
Facilities to generate electrical energy. The Company depends upon third parties
to provide energy management services, operations and maintenance support and to
transport natural gas. Any material breach to the contracts by any of the above
third parties could adversely affect The Company's ability to profitably operate
its power generating facilities. The third parties also have the right to
terminate or withhold payments or performance upon occurrence of certain events
specified in mutually agreed upon contracts. In addition, bankruptcy or
insolvency of third parties could also result in nonperformance or nonpayment of
such party's obligations to us and could adversely affect the Company's
operations and revenues.

      The Company cannot guarantee an adequate supply of natural gas to operate
its facilities.

      The Company's facilities are dependent upon natural gas for their fuel
supply, and a substantial portion of our operating expenses will consist of the
costs of obtaining natural gas. The Company has in place a non-binding letter of
intent for the supply and transportation of gas to satisfy all of the
Facilities' expected gas needs, subject to final documentation. A failure to
execute a final binding agreement with the gas supplier, or nonperformance of
gas suppliers, gas transporters or pipeline interruptions could result in
reduced operating levels, increased costs or, possibly, a complete shutdown of
the Company's facilities.

      Future power plants acquired will be subject to similar risks for fuels
supply, whether gas, coal or other fuel.

      We may invest in new development or material expansion projects.

      Investing in projects of the type contemplated by our investment strategy,
such as the Chula Vista expansion entails the assumption of numerous project
risks usually without recourse to the general credit of a project sponsor,
including (without limitation) construction, environmental, regulatory,
permitting, commissioning, start-up, operating, economic, commercial, political
and financial risks. A portion of the investments that we make may be in
projects, involving risks of failure to obtain or substantial delay in
obtaining: (i) needed regulatory, environmental or other approvals or permits;
(ii) financing; and (iii) suitable construction, equipment supply, operating and
offtake contracts. Further, there is no assurance that the projects in which we
invest at any stage will operate profitably and/or will generate cash flow
sufficient to service their debt or provide a return on or recovery of amounts
invested therein. Many of these risks are also prevalent in operating company
investments insofar as an operating company's performance may be dependent on
the performance of one or more specified projects or specified industry sectors
and the following discussion is applicable to operating companies to such
extent.

                                       24
Risks Related to Our Common Stock

      The Company has broad discretion over the use of a significant portion of
the net proceeds of this Offering. The Company's management will determine, with
its Board of Directors, but without the need for stockholder approval, how to
allocate a significant portion of these proceeds. If it does not wisely allocate
the proceeds, its business plan could be seriously impacted.

      The Company has broad discretion to allocate a significant portion of the
net proceeds of this Offering, subject to certain limitations imposed by the
parties arranging this Offering. The timing and amount of the Company's actual
expenditures are subject to change and will be based on many factors, including:

      o     competition, market and other developments;
      o     the ability of the Company to attract and retain quality employees;
      o     the ability of the Company to implement its sales, marketing,
            product development, manufacturing and investor/public relations
            plans; and
      o     the on-going accounting, legal and other costs of being a
            publicly-traded company.

      There is no active public market for the Company's Common Stock, and
prospective investors may not be able to resell their shares at or above the
offering price, if at all.

      Although the Company's Common Stock is currently quoted for trading on the
NASD's OTC Bulletin Board, there currently is no active public market for the
Common Stock. An active public market for the Common Stock may not develop or be
sustained after the Merger. The offering price of this Offering is not
indicative of future market prices.

      Investors purchasing shares of Common Stock in this Offering will pay a
price that was not established in a competitive market. The public market may
not agree with or accept this valuation, in which case investors may not be able
to sell their Common Stock at or above the offering price, if at all. The market
price of the Common Stock may fluctuate significantly in response to factors,
some of which are beyond the Company's control, including the following:

      o     Actual or anticipated variations in operating results;

      o     The limited number of holders of the Common Stock, and the limited
            liquidity available through the OTC Bulletin Board;

      o     Changes in financial estimates by securities analysts;

      o     Changes in the economic performance and/or market valuations of
            other energy companies;

                                       25
o     The Company's announcement of significant acquisitions, strategic
            partnerships, joint ventures or capital commitments;

      o     Additions or departures of key personnel; and

      o     Sales or other transactions involving the Company's capital stock.

      Because the Company is becoming public by means of a reverse merger with
an existing company, it may not be able to attract the attention of major
brokerage firms and, as a public company, will incur substantial expenses.

      Additional risks may exist since the Company will become public through a
"reverse merger." Security analysts of major brokerage firms may not provide
coverage of the Company. No assurance can be given that brokerage firms will
want to conduct any secondary offerings on behalf of the Company in the future.

      As a result of the Merger, the Company will become a wholly-owned
subsidiary of the Company, which is a publicly-traded company, and, accordingly,
subject to the information and reporting requirements of the U.S. securities
laws. The U.S. securities laws require, among other things, review, audit and
public reporting of the Company's financial results, business activities and
other matters. Recent SEC regulation, including regulation enacted as a result
of the Sarbanes-Oxley Act of 2002, has also substantially increased the
accounting, legal and other costs related to becoming and remaining an SEC
reporting company. The public company costs of preparing and filing annual and
quarterly reports, and other information with the SEC and furnishing audited
reports to stockholders will cause the Company's expenses to be higher than they
would be if it remained privately-held and did not enter into the Merger. In
addition, the Company will incur substantial expenses in connection with the
preparation of the registration statement and related documents with respect to
the registration of the shares issued in this Offering. These increased costs
may be material and may include the hiring of additional employees and/or the
retention of additional advisors and professionals. Failure by the Company to
comply with the federal securities laws could result in private or governmental
legal action against the Company and/or its officers and directors, which could
have a detrimental effect on the business and finances of the Company, the value
of the Company's stock and the ability of stockholders to resell their stock.

      The Common Stock may be considered "a penny stock" and may be difficult to
sell.

      The SEC has adopted regulations which generally define "penny stock" to be
an equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to specific exemptions.
Initially, the market price of the Common Stock is likely to be less than $5.00
per share and therefore may be designated as a "penny stock" according to SEC
rules. This designation requires any broker or dealer selling these securities
to disclose certain information concerning the transaction, obtain a written
agreement from the purchaser and determine that the purchaser is reasonably
suitable to purchase the securities. These rules may restrict the ability of
brokers or dealers to sell the Common Stock and may affect the ability of
investors to sell their shares. In addition, since the Common Stock is currently
traded on the NASD's OTC Bulletin Board, investors may find it difficult to
obtain accurate quotations of the Common Stock and may experience a lack of
buyers to purchase such stock or a lack of market makers to support the stock
price.

      A significant number of the Company's shares will be eligible for sale,
and their sale could depress the market price of the Company's stock.

      Sales of a significant number of shares of the Common Stock in the public
market following this Offering could harm the market price of the Common Stock.
As additional shares of the Common Stock become available for resale in the
public market pursuant to the registration of the Common Stock issued in this
Offering, and otherwise, the supply of the Common Stock will increase, which
could decrease its price. Some or all of the shares of Common Stock may be
offered from time to time in the open market pursuant to Rule 144, and these
sales may have a depressive effect on the market for the shares of Common Stock.
In general, a person who has held restricted shares for a period of one year
may, upon filing with the SEC a notification on Form 144, sell into the market
Common Stock in an amount equal to the greater of 1% of the outstanding shares
or the average weekly number of shares sold in the last four weeks prior to such
sale. Such sales may be repeated once each three months, and any of the
restricted shares may be sold by a non-affiliate after they have been held two
years.

                                       26
The securities sold in this Offering will be "restricted" securities that
have not been registered under federal or state securities laws and will not be
freely transferable. Purchasers of these securities must be prepared to bear the
economic risks of investment for an indefinite period of time since the
securities cannot be sold unless they are subsequently registered or an
exemption from registration is available. The Company will sign a Subscription
Agreement with each subscriber for Common Stock pursuant to which it will grant
certain registration rights under the Securities Act with respect to the Common
Stock. See "The Offering."

      The Company's principal stockholders will have significant voting power
and may take actions that may not be in the best interests of other
stockholders.

      After this Offering, the Company's officers, directors, principal
stockholders and their affiliates will control a significant percentage of the
outstanding Common Stock. If these stockholders act together, they will be able
to exert significant control over the Company's management and affairs requiring
stockholder approval, including approval of significant corporate transactions.
This concentration of ownership may have the effect of delaying or preventing a
change in control and might adversely affect the market price of the Common
Stock. This concentration of ownership may not be in the best interests of all
the Company' stockholders.

      The Company may need additional funding and such funding may not be
available. If such funding is available, it may not be offered to the Company on
satisfactory terms.

      The Company cannot assure investors that additional financing will not be
needed beyond its current and projected needs or will be available when required
and, if available, that it will be on terms satisfactory to the Company. Future
financings may be dilutive to existing Company stockholders. If the Company is
unable to generate sufficient cash flow and is otherwise unable to obtain funds
necessary to meet its projected funding requirements, this would have a material
adverse effect on the business, financial results and results of operations of
the Company.

      Investors should not anticipate receiving cash dividends on the Company's
stock.

      The Company has never declared or paid any cash dividends or distributions
on its capital stock. The Company currently intends to retain its future
earnings to support operations and to finance expansion and therefore does not
anticipate paying any cash dividends on the Common Stock in the foreseeable
future.

      Our Management Team Does Not Have Extensive Experience in Public Company
Matters.

      Our management team has had limited public company management experience
or responsibilities, which could impair our ability to comply with legal and
regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable
federal securities laws including filing required reports and other information
required on a timely basis. There can be no assurance that our management will
be able to implement and affect programs and policies in an effective and timely
manner that adequately respond to increased legal, regulatory compliance and
reporting requirements imposed by such laws and regulations. Our failure to
comply with such laws and regulations could lead to the imposition of fines and
penalties and further result in the deterioration of our business.

                                       27
We May Not Be Able To Effectively Manage Our Growth.

      Our strategy envisions expanding our business. If we fail to effectively
manage our growth, our financial results could be adversely affected. Growth may
place a strain on our management systems and resources. We must continue to
refine and expand our business development capabilities, our systems and
processes and our access to financing sources. As we grow, we must continue to
hire, train, supervise and manage new employees. We cannot assure you that we
will be able to:

      o     meet our capital needs;

      o     expand our systems effectively or efficiently or in a timely manner;

      o     allocate our human resources optimally;

      o     identify and hire qualified employees or retain valued employees; or

      o     incorporate effectively the components of any business that we may
            acquire in our effort to achieve growth.

      If we are unable to manage our growth and our operations, our financial
results could be adversely affected.

                        2. MANAGEMENT'S PLAN OF OPERATION

      The Company is an energy management company formed in February 2005 to
acquire and actively manage deep value assets in the U.S. power generation
industry. Following the Merger, the Company will continue to run its business
operations substantially the same as the business operations of MMC North
America were run prior to the Merger.

      The U.S. power generation sector is fragmented and has recently suffered a
cyclical downturn in most regions, which presents many deep discount acquisition
opportunities. An oversupply of electric generation capacity exists in many
regions of the U.S., which is the result of significant investments in new power
generation over the past decade. As a result, power prices have declined in many
of these overbuilt regions, reducing the value of generation assets. Also, the
increased volatility in fuel prices has had an adverse effect on the few asset
owners that can still trade electricity. The owners and financiers of these
assets, who originally relied on flawed fundamentals and unrealistic
expectations, have experienced considerable financial distress, often leading to
bankruptcy, debt restructuring, asset repossession by lenders, or asset sales.
The Company expects that these companies will continue to divest assets at
discounted prices to obtain liquidity and retire project debt, leading to a
substantial number of high-quality, yet financially distressed assets that are
available for sale.

      The Company strives to create long-term value from deep discount
acquisitions through a dual focus on financial structuring and post-acquisition
asset management. It's target market consists of small to medium-sized power
generating facilities, located in California, Texas, the Mid-Atlantic and the
Northeastern U.S., where many "red zones" (high electricity demand relative to
limited available capacity) are present. These power facilities, as opposed to
"contracted" facilities, compete in the highly volatile unregulated wholesale
markets for power and lack the stability of long term contracts at fixed prices
for both revenues and fuel costs (typically gas or coal). Their assets require
an experienced owner, operator and risk manager who is capable of executing and
administering all of the necessary oversight and controls. On the cost side,
such assets are often burdened with the typical high cost structure of regulated
plants, which include high labor costs, outdated utility supply agreements, and
out-of-the-money tax treatments. The Company believes it will realize a
significant amount of value through restructuring the plant's operations and
maintenance, repair and overhaul contracts, supply and off-take agreements, and
re-aligning the plant's cost structure to its new market-based environment.

                                       28
The Company believes that it can compete effectively for deals in its
niche market. It believes that most large energy investment firms focus
primarily on acquiring larger regulated and contracted assets. Equipped
primarily with financial engineering skills as opposed to asset operating
experience such as that enjoyed by the Company, such firms have a limited
universe of acquisition targets and greater competition for them. The assets
acquired, therefore, typically have capped cash flows whose primary value
drivers are characterized by low rates of return and lower weighted average cost
of capital. The Company does not believe that such firms will be able to extract
sufficient returns on investment by only employing leverage and exchanging cash
flow risk for credit risk. Competitors for small power generating facility
assets, such as the Facilities and future Company targets, are typically more
lacking in management depth and access to capital and deal flow.

      The Company has launched its strategy with its acquisition (the
"Acquisition") of two such deep discount generating facilities in the San Diego,
California region in January, 2006. It is leveraging the acquisition to enter
the California wholesale power and electricity market, and in particular, the
San Diego region, which is currently a "red zone." The Company acquired the
formerly idle Facilities for what it believes to be a deeply discounted value
and believes the Facilities are likely to appreciate substantially in value
following their repair and re-commissioning. The Company expects the Facilities
to be fully re-commissioned and earning revenues by May 15, 2006.

      The Company expects further value to be added through expanding the
Facilities. The Chula Vista Facility, one Facility acquired, was originally
developed with a view towards supporting two distinct generating units, and
presents an attractive expansion opportunity. The Company has obtained a
preliminary quote to purchase two General Electric LM-6000 turbines at a
discounted price, and for additional ancillary equipment and construction
services to build out a second unit on site - a combined investment of
approximately $50 to 55 million. The combined LM-6000 unit would represent over
twice the capacity of the existing unit (96 MW), and operate much more
efficiently. Accordingly, the LM-6000 unit can be expected to sell energy
profitably during virtually all "peak hours," greatly enhancing expected
revenues and profitability from the Facility. Further growth from the Facilities
may come from replacing the existing units with additional LM-6000 units.

      The Company believes additional deal flow will be derived from mergers of
large utilities that will require divestitures in regions where the combined
entity would otherwise exert excessive market power. Additionally, many assets
are held by purely financial investors where long-term fixed contracts for
revenues, fuel supply and operations, shield them from operation risk. As those
profitable contracts expire, such financial owners generally will seek to
immediately liquidate their investment. The Company's strategy is to acquire
such assets that are often available at a deep discount and create long-term
value by restructuring, refinancing, managing and operating those assets.

      The Company believes its access to deal flow, primarily from proprietary
sources, provides an additional advantage. It continues to screen deal
opportunities received through such sources, and hopes to close on at least one
additional acquisition during 2006. The Company has recently commenced exclusive
due diligence on one such opportunity which it hopes to close by July 2006.

                                       29
The Company believes the $10,000,000 received from this Offering will be
sufficient to satisfy its cash requirements under current operation conditions
for at least three years. However, such proceeds may also be used to acquire
additional assets consistent with its growth strategy. Such acquisitions could
result in the Company requiring additional funding in a significantly shorter
period should such assets not be immediately cash flow generating. Additionally,
the Company's growth plan, including the Chula Vista expansion, will require
substantially more capital. The Company expects to raise substantially more debt
and equity capital within the next twelve months to finance this targeted
growth. The extent and timing of the capital requirements will be contingent on
the specific acquisition targets the Company is able to source.

Off-Balance Sheet Arrangements

      The Company has no off-balance sheet arrangements.

                           3. DESCRIPTION OF PROPERTY

      The Company's strategy is to acquire assets that are often available at a
deep discount and create long-term value by restructuring, refinancing, managing
and operating those assets. It has launched this strategy with the acquisition
of two such deep discount generating facilities in the San Diego, California
region in January, 2006. The Facilities consist of two power generation
facilities located in Chula Vista and Escondido, California. Each Facility has a
rated capacity of approximately 44 MW and is considered a "peaking facility" in
that it is called to run only during periods of peak power demand. Each Facility
is equipped with two Pratt & Whitney FT4A-9 jet engines, and a spare Pratt &
Whitney FT4A-9 jet engine (for a total of 5) is stored at a neighboring
warehouse. The Facilities also include generators, transformers, other
environmental and ancillary equipment, and spare parts.

      The Facility located in Escondido includes 1.6 acres of land on which the
Facility resides. The Facility located in Chula Vista resides on 3.8 acres
subject to a long-term land lease, which expires in 2007, but is renewable at
the Company's option for up to three additional five year periods. The Company
believes that the market value of the Escondido land and scrap value of the
equipment acquired at both facilities exceeds their carrying value of $3.1
million, inclusive of capitalized acquisition costs.

      The Company's principal executive offices are located at 26 Broadway,
Suite 907, New York, New York, 10004 and our phone number is 212-977-0900. The
offices, consisting of 1320 square feet of space, are suitable to accommodate
the Company's space requirements for the next twelve months. The lease expires
March 1, 2007 and requires total monthly rent of $3,217.

        4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding the
beneficial ownership of our Common Stock as of May 15, 2006, after the
consummation of the Merger and the sale of 10,000,000 shares in the Offering, by
(1) each person who, to our knowledge, beneficially owns more than 5% of the
outstanding shares of the Common Stock; (2) each of our directors and executive
officers; and (3) all of our executive officers and directors as a group. Unless
otherwise indicated in the footnotes to the following table, each person named
in the table has sole voting and investment power and that person's address is
26 Broadway, Suite 907, New York, NY 10004. Shares of Common Stock subject to
options or warrants currently exercisable or exercisable within 60 days
following May 15, 2006 are deemed outstanding for computing the share ownership
and percentage of the person holding such options and warrants, but are not
deemed outstanding for computing the percentage of any other person.

                                       30
Shares Beneficially Owned
                                                  ------------------------------
                                                    Number of
                                                     Shares         Percentage
                                                   Beneficially  of Common Stock
Name and Address of Beneficial Owner                 Owned         Outstanding
                                                  -------------  ---------------
Karl W. Miller                                      4,619,559        10.13 %
Martin Quinn                                        4,097,088         8.98 %
Denis Gagnon                                        1,692,352         3.71 %
Directors and Executive Officers as a Group        10,408,999        22.82 %

                       5. DIRECTORS AND EXECUTIVE OFFICERS

      The following persons are the executive officers and directors of the
Company following the Merger and hold the offices set forth opposite their
names.

     Name                            Age    Position
     ----                            ---    --------
     Karl W. Miller                   40    Chief Executive Officer
                                            Chairman of the Board of Directors

     Martin Quinn                     55    President & Chief Operating Officer
                                            Director

     Denis Gagnon                     34    Chief Financial Officer
                                            Director

Executive Officers

Karl W. Miller, CEO

      Mr. Miller has served as Chief Executive Officer of MMC North America
since August 2002. From October 2001 to January 2002, Mr. Miller served as a
Senior Advisor, Europe, to Statkraft SF (Statkraft Energy Europe) an owner and
manager of energy assets in Scandinavia. From January 2001 to October 2001, Mr.
Miller was Senior Vice President, Head of Marketing, Business Development and
Structured Transactions in North America for PG&E Corporation. Prior to that
time, Mr. Miller held various positions in energy producing and energy
management companies and worked as an investment banker and financial analyst,
focusing on the energy sector. Mr. Miller is also a Director of Newmarket Power
Company, LLC. Mr. Miller holds an MBA from the Kenan-Flagler Business School at
the University of North Carolina. He also holds a B.A. in Accounting from
Catholic University located in Washington DC.

Martin Quinn, President & COO

      Mr. Quinn has served as Chief Operating Officer of MMC North America since
March 2005. Prior to that time, he served as Executive Vice President, Chief
Operating Officer and Chief Financial Officer of Ridgewood Power, an independent
power company with over 80 plants in the US, Europe and the Middle East. At
Ridgewood Power he managed all financial and operational aspects of the company.
Prior to that, Mr. Quinn was the officer in-charge of the M&A function at
Brown-Forman Corporation and NERCO, Inc., both Fortune 300 companies, and he has
been Chief Financial Officer of NORSTAR Energy and Controller of NERCO Inc.,
both energy companies. Mr. Quinn received his Bachelor of Science degree in
Accounting and Finance from the University of Scranton, and is a Certified
Public Accountant.

                                       31
Denis Gagnon, CFO

      Mr. Gagnon has served as Chief Financial Officer of MMC North America
since February 2005. Prior to that time, Mr. Gagnon served as Vice President at
Deutsche Bank - Corporate Investments since June 2000 covering its venture
capital, Latin America and Asia/Pacific private equity portfolios. Prior to
that, Mr. Gagnon was an Associate at Gefinor (USA) Inc., manager of the Kaizen
Breakthrough Partnership, L.P. ("KBP"), an LBO fund targeting control
investments in underperforming, middle-market companies. Mr. Gagnon also served
as Acting CFO for the Alexander Doll Company and Fournier Furniture, Inc., both
portfolio companies of KBP. Mr. Gagnon is also a Director of Excel Dryer Corp.
Mr. Gagnon holds an MBA from Columbia Business School and B.A. in Accounting
from Babson College, and was a Certified Public Accountant in Massachusetts.

      To the best of the Company's knowledge, none of Messrs. Miller, Quinn and
Gagnon have been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors, or has been a party to any judicial or
administrative proceeding during the past five years, except for matters that
were dismissed without sanction or settlement, that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

Changes to the Board of Directors

      On the Closing Date, Brent Peters and Douglas Smith, constituting all of
the directors of High Tide prior to the Merger, appointed Karl W. Miller and
Denis Gagnon to fill two of the vacancies on the Board. Also on the Closing
Date, Messrs. Peters and Smith resigned from the Board, effective May 26, 2006.
On May 26, 2006, Messrs. Miller and Gagnon are expected to appoint Martin Quinn
to fill one of the vacancies on the Board following the resignation of Messrs.
Peters and Smith. The remaining vacancies will be filled upon the identification
of suitable candidates.

Board Committees

      The Board intends to appoint such persons and form such committees as are
required to meet the corporate governance requirements imposed by the
Sarbanes-Oxley Act of 2001 and the national securities exchanges. Therefore, we
expect that a majority of our directors will eventually be independent directors
and at least one director will qualify as an "audit committee financial expert."
Additionally, the Board is expected to appoint an audit committee, nominating
committee and compensation committee, and to adopt charters relative to each
such committee. Until further determination by the Board, the full Board will
undertake the duties of the audit committee, compensation committee and
nominating committee. We do not currently have an "audit committee financial
expert" since we currently do not have an audit committee in place.

Code of Ethics

      The Company has not yet formally adopted a written code of ethics that
applies to the Company's principal executive officer, principal financial
officer or controller, or persons performing similar functions. Based on the
Company's small size, early development stage and limited financial and human
resources, High Tide did not adopt a written code of ethics prior to the Merger.
We intend to formalize and adopt a written code of ethics as soon as practicable
following the Closing Date.

                                       32
6. EXECUTIVE COMPENSATION

Executive Compensation

      The Company was not formed until February 2005 and its business activities
did not begin until January 9, 2006. Accordingly, no compensation was paid to
its executive officers during the fiscal year ended December 31, 2005, or any
previous fiscal year. Also, no options or freestanding stock appreciation rights
were granted to its executive officers during the fiscal year ended December 31,
2005, or any previous fiscal year.

Compensation of Directors

      There are currently no compensation arrangements in place for
non-executive members of the Board. These will be determined once the Company's
Board is finalized and the compensation committee is formed. The compensation
arrangements for Messrs. Miller, Quinn and Gagnon are described below.

Employment Agreements

      Upon the closing of the Merger, Messrs. Miller, Quinn and Gagnon entered
into employment agreements with the Company pursuant to which they shall hold
the positions of Chairman and Chief Executive Officer, President and Chief
Operating Officer, and Chief Financial Officer, respectively. These Employment
Agreements have been attached as Exhibits 10.3, 10.4 and 10.5 hereto and are
incorporated herein by reference.

      Mr. Miller's employment agreement is for a five year term, providing for
an annual base salary of $225,000 and an annual bonus subject to the Company
achieving its target performance levels as approved by the Compensation
Committee of the Board. Mr. Miller also is entitled to receive an option grant
of 500,000 shares from the Company's Plan, 33.33% of which option shall be
exercisable on May 15, 2007, 33.33% of which option shall become exercisable on
May 15, 2008, and the remaining 33.34% of which shall become exercisable on May
15, 2009. Under the agreement, Mr. Miller will be subject to traditional
non-competition and employee non-solicitation restrictions while he is employed
by the Company and for one year thereafter. Mr. Miller and his dependants will
be entitled to participate in the Company's benefit plans at the Company's
expense and the Company shall provide long-term disability insurance to Mr.
Miller for coverage up to 60% of this then-current base salary, subject to a
premium cap of $15,000. Subject to certain notice requirements, either of Mr.
Miller or the Company will be entitled to terminate the employment agreement at
any time. If the Company terminates the employment agreement without Cause (as
defined in the agreement) or Mr. Miller terminates the employment agreement for
Good Reason (as defined in the agreement), then Mr. Miller is entitled to
receive his base salary and guaranteed bonus during the then remaining term of
the agreement plus a one time severance payment equal to his then-current annual
base salary, as well as continuation at the Company's expense of Mr. Miller's
participation in the benefit programs described above.

      Mr. Quinn's employment agreement will be for a three year term, provide
for an annual base salary of $175,000 and an annual bonus subject to the Company
achieving its target performance levels as approved by the Compensation
Committee of the Board. Mr. Quinn also is entitled to receive an option grant of
250,000 shares from the Company's Plan, 33.33% of which option shall be
exercisable on May 15, 2007, 33.33% of which option shall become exercisable on
May 15, 2008, and the remaining 33.34% of which shall become exercisable on May
15, 2009. Under the agreement, Mr. Quinn will be subject to traditional
non-competition and employee non-solicitation restrictions while he is employed
by the Company and for one year thereafter. Mr. Quinn and his dependants will be
entitled to participate in the Company's benefit plans at the Company's expense
and the Company shall provide long-term disability insurance to Mr. Quinn for
coverage up to 60% of this then-current base salary, subject to a premium cap of
$15,000. Subject to certain notice requirements, either of Mr. Quinn or the
Company will be entitled to terminate the employment agreement at any time. If
the Company terminates the employment agreement without Cause (as defined in the
agreement) or Mr. Quinn terminates the employment agreement for Good Reason (as
defined in the agreement), then Mr. Quinn is entitled to receive his base salary
and guaranteed bonus during the then remaining term of the agreement plus a one
time severance payment equal to his then-current annual base salary, as well as
continuation at the Company's expense of Mr. Quinn's participation in the
benefit programs described above.

                                       33
Mr. Gagnon's employment agreement will be for a three year term, provide
for an annual base salary of $150,000 and an annual bonus subject to the Company
achieving its target performance levels as approved by the Compensation
Committee of the Board. Mr. Gagnon also is entitled to receive an option grant
of 200,000 shares from the Company's Plan, 33.33% of which option shall be
exercisable on May 15, 2007, 33.33% of which option shall become exercisable on
May 15, 2008, and the remaining 33.34% of which shall become exercisable on May
15, 2009. Under the agreement, Mr. Gagnon will be subject to traditional
non-competition and employee non-solicitation restrictions while he is employed
by the Company and for one year thereafter. Mr. Gagnon and his dependants will
be entitled to participate in the Company's benefit plans at the Company's
expense and the Company shall provide long-term disability insurance to Mr.
Gagnon for coverage up to 60% of this then-current base salary, subject to a
premium cap of $15,000. Subject to certain notice requirements, either of Mr.
Gagnon or the Company will be entitled to terminate the employment agreement at
any time. If the Company terminates the employment agreement without Cause (as
defined in the agreement) or Mr. Gagnon terminates the employment agreement for
Good Reason (as defined in the agreement), then Mr. Gagnon is entitled to
receive his base salary and guaranteed bonus during the then remaining term of
the agreement plus a one time severance payment equal to his then-current annual
base salary, as well as continuation at the Company's expense of Mr. Gagnon's
participation in the benefit programs described above.

2006 Equity Incentive Plan

      Prior to the Closing Date, our Board and Stockholders approved and adopted
the 2006 Equity Incentive Plan (the "2006 Plan"). The approval and adoption of
the 2006 Plan will be submitted for ratification of our stockholders following
the Merger. A copy of the 2006 Equity Incentive Plan is attached as Exhibit 10.8
to this Current Report on Form 8-K.

      The 2006 Plan is intended to promote the interests of the Company by
attracting and retaining exceptional employees, consultants, and directors
(collectively referred to as the "Participants"), and enabling such Participants
to participate in the long-term growth and financial success of the Company.
Under the 2006 Plan, the Company may grant stock options, which are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Incentive Stock Options"), non-qualified stock
options (the "Nonqualified Stock Options"), and restricted stock awards (the
"Restricted Stock Awards"), which are restricted shares of Common Stock (the
Incentive Stock Options, the Nonqualified Stock Options and the Restricted Stock
Awards are collectively referred to as "Incentive Awards").

      The Board reserved a total of 2,000,000 shares of our Common Stock for
issuance under the 2006 Plan. If an incentive award granted under the 2006 Plan
expires, terminates, is unexercised or is forfeited, or if any shares are
surrendered to us in connection with an incentive award, the shares subject to
such award and the surrendered shares will become available for further awards
under the Plan.

                                       34
At the earliest practicable date after our stockholders ratify the
adoption of the 2006 Plan, we expect to file a registration statement on Form
S-8 to register the shares of Common Stock reserved for issuance of incentive
awards under the 2006 Plan. This registration statement is expected to become
effective on filing. Subject to Rule 144 limitations, shares of Common Stock
issued upon exercise of stock options and other incentive awards granted under
the 2006 Plan after the effective date of the registration statement on Form S-8
will be eligible for resale in the public market without restriction.

      The number of shares subject to the 2006 Plan, any number of shares
subject to any numerical limit in the 2006 Plan, and the number of shares and
terms of any Incentive Award may be adjusted in the event of any change in our
outstanding Common Stock by reason of any stock dividend, spin-off, stock split,
reverse stock split, recapitalization, reclassification, merger, consolidation,
liquidation, business combination or exchange of shares, or similar transaction.

      On the Closing Date, Messrs. Miller, Quinn and Gagnon were granted options
on the following terms:
-------------------- ------------- ----------------- ----------------------------------------- -------------------
       NAME          # OF SHARES    EXERCISE PRICE               VESTING SCHEDULE                  EXPIRATION
-------------------- ------------- ----------------- ----------------------------------------- -------------------
Karl W. Miller       500,000       $1.00 / share     33.33% on May 15, 2007                     May 15, 2016
                                                     33.33% on May 15, 2008
                                                     33.34% on May 15, 2009
-------------------- ------------- ----------------- ----------------------------------------- -------------------
Martin Quinn         250,000       $1.00 / share     33.33% on May 15, 2007                     May 15, 2016
                                                     33.33% on May 15, 2008
                                                     33.34% on May 15, 2009
-------------------- ------------- ----------------- ----------------------------------------- -------------------
Denis Gagnon         200,000       $1.00 / share     33.33% on May 15, 2007                     May 15, 2016
                                                     33.33% on May 15, 2008
                                                     33.34% on May 15, 2009
-------------------- ------------- ----------------- ----------------------------------------- -------------------
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      From January 9, 2006 and continuing through closing of the Merger, an
entity named MMC Energy Management LLC provided certain management services to
the Company. MMC Energy Management LLC was owned by Messrs. Miller, Gagnon and
Quinn. MMC Energy Management LLC was paid an aggregate of $260,000 by the
Company for management services provided to the Company from January 9, 2006 to
June 30, 2006. In connection with the Merger, MMC Energy Management LLC will be
dissolved.

      Contemporaneously with the closing of the Merger, the Company split off
its wholly-owned subsidiary, High Tide Leasco, Inc., a Nevada corporation
("Leaseco"), through the sale of all of the outstanding capital stock of
Leaseco. The Company executed a Split Off Agreement with Brent Peters, Douglas
Smith, MMC North America and Leaseco. Mr. Peters was President and Chief
Executive Officer of High Tide, and Mr. Smith was Chief Financial Officer,
Treasurer and Director of High Tide. In connection with the Merger, Mr. Peters
and Mr. Smith have resigned from High Tide. A copy of the Split Off Agreement is
attached to this Current Report on Form 8-K as Exhibit 10.3 and incorporated
herein by reference.

                                       35
8. DESCRIPTION OF SECURITIES.

Authorized Capital Stock

      The Articles of Incorporation of the Company authorize the issuance of
300,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock will
be authorized for issuance.

Capital Stock Issued and Outstanding

      Immediately following the consummation of the Merger there are 45,625,000
shares of Common Stock issued and outstanding. With the exception of the
2,000,000 shares of Common Stock reserved for issuance under the 2006 Plan,
there are no outstanding warrants, options or other rights to purchase Common
Stock of the Company.

Description of Common Stock

      The following description of our capital stock is derived from various
provisions of our Articles of Incorporation, as amended, and Bylaws as well as
provisions of applicable law. Such description is not intended to be complete
and is qualified in its entirely by reference to the relevant provisions of our
Articles of Incorporation and Bylaws.

      Holders of the Common Stock are entitled to one vote for each share held,
on all matters submitted to a stockholder vote. Holders of Common Stock do not
have cumulative voting rights. Holders of the Common Stock representing a
majority of the voting power of the capital stock issued, outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of stockholders. A vote by the holders of a majority of
the outstanding shares of Common Stock is required to effectuate certain
fundamental corporate changes such as liquidation, merger or an amendment to the
articles of incorporation.

      Holders of Common Stock are entitled to share in all dividends that the
Board of Directors, in its discretion, declares from legally available funds. In
the event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities. Holders of the Common Stock have no pre-emptive rights,
no conversion rights and there are no redemption provisions applicable to the
Common Stock.

Description of Preferred Stock

      The Company is authorized to issue 10,000,000 shares of "blank check"
preferred stock, par value $0.001 per share, none of which, as of the Closing
Date, were designated, issued or outstanding. The Board is vested with authority
to divide the shares of preferred stock into series and to fix and determine the
relative rights and preferences of the shares of any such series. Once
authorized, the dividend or interest rates, conversion rates, voting rights,
redemption prices, maturity dates and similar characteristics of the preferred
stock will be determined by the Board, without the necessity of obtaining
approval of the Company's stockholders.

                                       36
Description of Options

      On the Closing Date, the Company issued options outstanding to purchase
950,000 shares of Common Stock. Under the terms of the 2006 Plan, the Company
may issue incentive awards that may include the issuance of up to 2,000,000
shares of Common Stock. The 2006 Plan was adopted by the Board and High Tide
Stockholders prior to the Merger, and the Company anticipates that the
stockholders after the Merger will ratify the adoption of the 2006 Plan and any
awards that have been made under the 2006 Plan through the Closing Date.

                                     PART II

          1. MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND OTHER
                              STOCKHOLDER MATTERS

      The Company's Common Stock is currently available for trading in the
over-the-counter market and is quoted on the OTC Bulletin Board under the symbol
"MMCN.OB." There currently is no bid history for the Common Stock because it has
never been traded.

      As of the Closing Date, there were approximately 160 holders of record of
shares of the Common Stock.

      Trades in the Common Stock may be subject to Rule 15g-9 of the Exchange
Act, which rule imposes certain requirements on broker-dealers who sell
securities subject to the rule to persons other than established customers and
accredited investors. For transactions covered by Rule 15g-9, brokers-dealers
must make a special suitability determination for purchasers of the securities
and receive the purchaser's written agreement to the transaction prior to sale.
The SEC also has rules that regulate broker-dealers practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in that
security is provided by the applicable exchange or system). The penny stock
rules require a broker-dealers, before a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the SEC that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealers also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealers and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker-dealers and salesperson compensation information, must be given to
the customer orally or in writing before effecting the transaction, and must be
given to the customer in writing before or with the customer's confirmation.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for shares of the Common Stock. As a
result of these rules, investors may find it difficult to sell their shares.

      As of the Closing Date, there are 45,625,000 shares of Common Stock issued
and outstanding. The shares of Common Stock issued in connection with the
Transactions, are "restricted securities" which may be sold or otherwise
transferred only if such shares are first registered under the Securities Act or
are exempt from such registration requirements. As discussed elsewhere in this
Current Report on Form 8-K, we have agreed to file a registration statement
within 120 days of the Closing Date to register certain of these shares.

                                       37
In addition, there are 2,000,000 shares of Common Stock reserved for
issuance of stock options and other incentive awards pursuant to the 2006 Plan.
We expect to file a registration statement on Form S-8 to register the shares of
Common Stock reserved for issuance of incentive awards under the 2006 Plan. This
registration statement on Form S-8 is expected to become effective on filing.

Dividend Policy

      In the past two years, no dividends have been paid by High Tide or by MMC
North America. After the Merger, the Company intends to retain earnings, if any,
to support the development of the business and therefore does not anticipate
paying cash dividends for the foreseeable future. Payment of future dividends,
if any, will be at the discretion of the Board after taking into account various
factors, including current financial condition, operating results and current
and anticipated cash needs.

Securities Authorized for Issuance Under Equity Compensation Plans

      The effective date of the 2006 Plan is May 15, 2006. Therefore, the
Company had no securities authorized for issuance under any equity compensation
plans as of the end of fiscal year 2005.

                              2. LEGAL PROCEEDINGS

      From time to time the Company may be named in claims arising in the
ordinary course of business. Currently, no legal proceedings or claims are
pending against or involve the Company that, in the opinion of management, could
reasonably be expected to have a material adverse effect on its business and
financial condition.

                3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

      Prior to the Merger, the independent registered public accounting firm for
the Registrant was Morgan & Company, Chartered Accountants ("Morgan & Company"),
and the independent registered public accounting firm for MMC Energy North
America was Russell Bedford Stefanou Mirchandani LLP ("Russell Bedford").
Because the above-described transactions were treated as a reverse acquisition
for accounting purposes, future historical financial reports filed by the
Registrant will be those of MMC Energy North America, the accounting acquirer.
Accordingly, the Registrant's board of directors determined to change its
independent registered public accounting firm from Morgan & Company to Russell
Bedford. Morgan & Company was dismissed as the independent registered public
accounting firm of the Registrant on the Closing Date, and Russell Bedford was
engaged as the independent registered public accounting firm of the Registrant
on the same date. As a result of being the auditors of MMC Energy North America,
Russell Bedford consulted with MMC Energy North America and the Registrant
regarding the above-described transactions.

      The reports of Morgan & Company on the Registrant's financial statements
for the past two fiscal years did not contain an adverse opinion or a disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, but did include an explanatory paragraph relating to the
Registrant's ability to continue as a "going concern."

                                       38
In connection with the audit of the Registrant's financial statements for
the past two fiscal years, and through the date of the dismissal, there were no
disagreements with Morgan & Company on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Morgan & Company, would have
caused Morgan & Company to make reference to the matter in its reports.

      Within four days of the Closing Date, the Registrant will file a Current
Report on Form 8-K to announce the dismissal of Morgan & Company. Prior to the
filing of the Current Report, we will provide Morgan & Company with a copy of
the Current Report and request that they furnish us the a letter addressed to
the SEC stating whether they agree with the information disclosed in the Current
Report.

                   4. RECENT SALES OF UNREGISTERED SECURITIES

Shares Issued in Connection with the Merger and the Offering

      On the Closing Date, the MMC North America Stockholders, the former
members of MMC North America, surrendered all of the outstanding membership
interests of MMC North America and received 23,875,000 shares of Common Stock.
The High Tide Stockholders retained 11,750,000 shares of Common Stock.

      In connection with the Offering, we sold 10,000,000 shares of Common Stock
to accredited investors, for a total purchase price of $10,000,000.

      Concurrently with the Merger, the Company reserved 2,000,000 shares of
Common Stock for issuance of stock options and other incentive awards pursuant
to the 2006 Plan. The 2006 Plan is attached as Exhibit 10.8 hereto and is
incorporated herein by reference.

      The transactions discussed above are exempt from registration under
Section 4(2) of the Securities Act and Rule 506 of Regulation D as promulgated
by the SEC. In the Offering, no general solicitation was made by us or any
person acting on our behalf; the Common Stock was sold pursuant to transfer
restrictions, and the certificates for the shares sold in the Offering contained
an appropriate legend stating that the Common Stock was not registered under the
Securities Act of 1933, and may not be offered or sold absent registration or an
exemption therefore.

                  5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Nevada Revised Statutes ("NRS") Sections 78.7502 and 78.751 provide us
with the power to indemnify any of our directors and officers. The director or
officer must have conducted himself/herself in good faith and reasonably believe
that his/her conduct was in, or not opposed to our best interests. In a criminal
action, the director, officer, employee or agent must not have had reasonable
cause to believe his/her conduct was unlawful.

      Under NRS Section 78.751, advances for expenses may be made by agreement
if the director or officer affirms in writing that he/she believes he/she has
met the standards and will personally repay the expenses if it is determined
such officer or director did not meet the standards.

      Our Bylaws include an indemnification provision under which we have the
power to indemnify our directors, officers and former directors and officers
(including heirs and personal representatives) against all costs, charges and
expenses actually and reasonably incurred, including an amount paid to settle an
action or satisfy a judgment to which the director or officer is made a party by
reason of being or having been a director or officer of the Company or any of
its subsidiaries prior to the Merger.

                                       39
Our Articles of Incorporation provide a limitation of liability in that no
director or officer shall be personally liable to the Company or any of its
stockholders for damages for breach of fiduciary duty as director or officer
involving any act or omission of any such director or officer, provided there
was no intentional misconduct, fraud or a knowing violation of the law, or
payment of dividends in violation of NRS Section 78.300.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

Anti-Takeover Effects of Provisions of Nevada State Law

      We may be or in the future we may become subject to Nevada's control share
law. A corporation is subject to Nevada's control share law if it has more than
200 stockholders, at least 100 of whom are stockholders of record and residents
of Nevada, and if the corporation does business in Nevada or through an
affiliated corporation.

      The law focuses on the acquisition of a "controlling interest" which means
the ownership of outstanding voting shares is sufficient, but for the control
share law, to enable the acquiring person to exercise the following proportions
of the voting power of the corporation in the election of directors: (1)
one-fifth or more but less than one-third, (2) one-third or more but less than a
majority, or (3) a majority or more. The ability to exercise such voting power
may be direct or indirect, as well as individual or in association with others.

      The effect of the control share law is that the acquiring person, and
those acting in association with that person, obtain only such voting rights in
the control shares as are conferred by a resolution of the stockholders of the
corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once
by the other stockholders. Thus, there is no authority to take away voting
rights from the control shares of an acquiring person once those rights have
been approved. If the stockholders do not grant voting rights to the control
shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell its shares to others. If
the buyers of those shares themselves do not acquire a controlling interest,
their shares do not become governed by the control share law.

      If control shares are accorded full voting rights and the acquiring person
has acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.

      Nevada's control share law may have the effect of discouraging corporate
takeovers.

      In addition to the control share law, Nevada has a business combination
law, which prohibits certain business combinations between Nevada corporations
and "interested stockholders" for three years after the "interested stockholder"
first becomes an "interested stockholder" unless the corporation's board of
directors approves the combination in advance. For purposes of Nevada law, an
"interested stockholder" is any person who is (1) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (2) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term "business
combination" is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquirer to use the corporation's assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.

                                       40
The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our Board of Directors.

Following the completion of the Merger and this Offering, it is expected that
the Company will have issued and outstanding 45,625,000 shares of Common Stock.
For information relating to the Company's pro forma shares outstanding following
this Offering, see "Financing Summary - Equity Ownership."

                                    PART III

                              1. INDEX TO EXHIBITS

      Reference is made to Item 9.01(d) below, which is incorporated by
reference herein.

                           2. DESCRIPTION OF EXHIBITS

      Reference is made to the Exhibit Index in item 9.01(d) below and the
corresponding exhibits, which are incorporated by reference herein.

Item 3.02. Recent Sales of Unregistered Securities.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.

                                       41
Item 5.01. Changes in Control of Registrant.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.

Item 5.06. Change in Shell Company Status.

      Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference. As a result of the Merger described under Item 2.01 of this Current
Report on Form 8-K, the registrant believes that it is no longer a "shell
corporation" as that term is defined in Rule 405 of the Securities Act and Rule
12b-2 of the Exchange Act.

                                       42
Item 9.01. Financial Statements and Exhibits.

(a)   Financial Statements of Businesses Acquired.

(b)   Pro Forma Financial Information.

The financial statements of MMC Energy, Inc. for the periods and dates indicated
below are filed with this report.
Page
Audited Financial Statements
MMC Energy North America, LLC:
Report of Independent Registered Certified Public Accounting Firm                                   F-1
Consolidated Balance Sheet as of December 31, 2005                                                  F-2
Consolidated  Statement  of  Operations  for the  period  February  7,  2005  (date  of             F-3
inception) through December 31, 2005
Consolidated  Statement  of  Members'  Equity for the period  February 7, 2005 (date of             F-4
inception) through December 31, 2005
Consolidated  Statement  of Cash  Flows  for the  period  February  7,  2005  (date  of             F-5
inception) through December 31, 2005
Notes to Consolidated Financial Statements                                                       F-6 to F-18

Unaudited Pro forma Financial Information:
MMC Energy Inc.:
Introduction                                                                                        F-19
Pro Forma Consolidated Balance Sheet as of December 31, 2005                                    F-20 to F-21
43
(d)   Exhibits.
--------------------------------------------------------------------------------------------------------------------
   Exhibit No.                           Description                                       Reference
--------------------------------------------------------------------------------------------------------------------
2.1                Agreement and Plan of Merger and Reorganization, dated
                   as of May 15, 2006, by and between High Tide Ventures,
                   Inc., a Nevada corporation, and MMC Energy North
                   America, LLC, a Delaware limited liability company.*
--------------------------------------------------------------------------------------------------------------------
3.1                Articles of Incorporation of MMC Energy, Inc. (f/k/a     Incorporated by reference to
                   High Tide Ventures, Inc.)                                Exhibit 3.1 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Certificate of Amendment of the Articles of              Incorporated by reference to Exhibit 3
                   Incorporation of MMC Energy, Inc. (f/k/a High Tide       to the Registration Statement on Form
                   Ventures, Inc.)                                          8-K filed with the Securities and
                                                                            Exchange Commission on May 2, 2006
                                                                            (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Bylaws of MMC Energy, Inc. (f/k/a High Tide Ventures,    Incorporated by reference to
                   Inc.)                                                    Exhibit 3.2 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
4.1                Form of Lock-Up Agreement by and between MMC Energy,
                   Inc. and the MMC Stockholders.*

--------------------------------------------------------------------------------------------------------------------
10.1               Form of Subscription Agreement by and between MMC
                   Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.2               Form of Registration Rights Agreement by and between
                   MMC Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.3               Split Off Agreement, dated May 15, 2006, by and among
                   High Tide, Brent Peters, Douglas Smith, MMC North
                   America and Leaseco.*

--------------------------------------------------------------------------------------------------------------------
10.4               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Karl W. Miller.*
44
--------------------------------------------------------------------------------------------------------------------
10.5               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Martin Quinn.*

--------------------------------------------------------------------------------------------------------------------
10.6               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Denis Gagnon.*

--------------------------------------------------------------------------------------------------------------------
10.7               Form of Indemnity Agreement by and between MMC Energy,
                   Inc. and the Directors and Officers of MMC Energy,
                   Inc.*

--------------------------------------------------------------------------------------------------------------------
10.8               2006 Equity Incentive Plan.*

--------------------------------------------------------------------------------------------------------------------
* Filed herewith.

                                       45
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       MMC Energy, Inc.

                                       /s/ Denis Gagnon
                                       -----------------------------------------
                                       Name:    Denis Gagnon
                                       Title:   Chief Financial Officer

Dated:  May 15, 2006

                                       46
EXHIBIT INDEX
--------------------------------------------------------------------------------------------------------------------
   Exhibit No.                           Description                                       Reference
--------------------------------------------------------------------------------------------------------------------
2.1                Agreement and Plan of Merger and Reorganization, dated
                   as of May 15, 2006, by and between High Tide Ventures,
                   Inc., a Nevada corporation, and MMC Energy North
                   America, LLC, a Delaware limited liability company.*
--------------------------------------------------------------------------------------------------------------------
3.1                Articles of Incorporation of MMC Energy, Inc. (f/k/a     Incorporated by reference to
                   High Tide Ventures, Inc.)                                Exhibit 3.1 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Certificate of Amendment of the Articles of              Incorporated by reference to Exhibit 3
                   Incorporation of MMC Energy, Inc. (f/k/a High Tide       to the Registration Statement on Form
                   Ventures, Inc.)                                          8-K filed with the Securities and
                                                                            Exchange Commission on May 2, 2006
                                                                            (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
3.2                Bylaws of MMC Energy, Inc. (f/k/a High Tide Ventures,    Incorporated by reference to
                   Inc.)                                                    Exhibit 3.2 to the Registration
                                                                            Statement on Form SB-2 filed with the
                                                                            Securities and Exchange Commission on
                                                                            December 22, 2004 (File No. 333-121542).

--------------------------------------------------------------------------------------------------------------------
4.1                Form of Lock-Up Agreement by and between MMC Energy,
                   Inc. and the MMC Stockholders.*

--------------------------------------------------------------------------------------------------------------------
10.1               Form of Subscription Agreement by and between MMC
                   Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.2               Form of Registration Rights Agreement by and between
                   MMC Energy, Inc. and the investors in the Offering.*

--------------------------------------------------------------------------------------------------------------------
10.3               Split Off Agreement, dated May 15, 2006, by and among
                   High Tide, Brent Peters, Douglas Smith, MMC North
                   America and Leaseco.*

--------------------------------------------------------------------------------------------------------------------
10.4               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Karl W. Miller.*
47
--------------------------------------------------------------------------------------------------------------------
10.5               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Martin Quinn.*

--------------------------------------------------------------------------------------------------------------------
10.6               Employment Agreement, dated May 15, 2006, by and
                   between MMC Energy, Inc. and Denis Gagnon.*

--------------------------------------------------------------------------------------------------------------------
10.7               Form of Indemnity Agreement by and between MMC Energy,
                   Inc. and the Directors and Officers of MMC Energy,
                   Inc.*

--------------------------------------------------------------------------------------------------------------------
10.8               2006 Equity Incentive Plan.*

--------------------------------------------------------------------------------------------------------------------
* Filed herewith.

                                       48
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)

                   Index to Consolidated Financial Statements
Page
                                                                                                    ----
Audited Financial Statements
MMC Energy North America, LLC:
Report of Independent Registered Certified Public Accounting Firm                                   F-1
Consolidated Balance Sheet as of December 31, 2005                                                  F-2
Consolidated  Statement  of  Operations  for the  period  February  7,  2005  (date  of             F-3
inception) through December 31, 2005
Consolidated  Statement  of  Members'  Equity for the period  February 7, 2005 (date of             F-4
inception) through December 31, 2005
Consolidated  Statement  of Cash  Flows  for the  period  February  7,  2005  (date  of             F-5
inception) through December 31, 2005
Notes to Consolidated Financial Statements                                                       F-6 to F-18

Unaudited Pro forma Financial Information:
MMC Energy Inc.:

Introduction                                                                                        F-19
Pro Forma Consolidated Balance Sheet as of December 31, 2005                                    F-20 to F-21
Active\3971710.2
RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Managing member
MMC Energy North America, LLC
New York, NY

We have audited the accompanying consolidated balance sheet of MMC Energy North
America, LLC (a development stage Company) as of December 31, 2005 and the
related statement of operations, members' equity, and cash flows for the period
February 7, 2005 (date of inception) through December 31, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2005, and the results of its operations and its cash flows for the period
February 7, 2005 (date of inception) through December 31, 2005, in conformity
with accounting principles generally accepted in the United States of America.

                                  /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                  --------------------------------------------
                                       Russell Bedford Stefanou Mirchandani LLP
                                       Certified Public Accountants

New York, New York
March 24, 2006

                                      F-1
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005

ASSETS
  Current Assets:
     Cash and cash equivalents                                        $3,009,010
     Deposit for acquisition of power plants (Note 2)                    200,000
                                                                      ----------
        Total Current Assets                                           3,209,010

  Other Assets:
     Deferred acquisition costs (Note 3)                                 379,624
                                                                      ----------
        Total Other Assets                                               379,624

  Total Assets                                                        $3,588,634
                                                                      ==========

LIABILITIES AND MEMBERS' EQUITY
  Current Liabilities:
     Accounts payable                                                 $  381,554
     Accrued expenses
                                                                          12,000
     Deposits for subscribed membership interests (Note 4)             3,008,333
                                                                      ----------

        Total Current Liabilities                                      3,401,887

  Members' Equity:                                                       186,747

 Total Liabilities and Members' Equity                                $3,588,634
                                                                      ==========

                 See accompanying notes to financial statements

                                      F-2
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
 FOR THE PERIOD FEBRUARY 7, 2005 (Date of Inception) THROUGH DECEMBER 31, 2005

Operating Expenses:
Selling, General and Administrative                                    $ 20,856
                                                                       --------
Total Operating Expenses                                                 20,856

Loss from Operations                                                    (20,856)

Other Income (Expense)                                                   (2,369)
Income (Taxes) Benefit                                                       --
                                                                       --------

Net Loss                                                               $(23,225)
                                                                       ========

                 See accompanying notes to financial statements

                                      F-3
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                    CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
  FOR THE PERIOD FEBRUARY 7, 2005 (Date of Inception) THROUGH DECEMBER 31, 2005
Deficit Accumulated
                                 Membership        Membership    During Development   Total Members'
                              Interests- units     Interests           Stage             Equity
                                ---------          ---------         ---------          ---------
Balance at February 7, 2005     $      --          $      --         $      --          $      --
Contributions from Members        210,000            210,000                --            210,000
Withdrawal / adjustments               --                (28)               --                (28)
Net Loss                               --                 --           (23,225)           (23,225)
                                ---------          ---------         ---------          ---------
Balance at December 31, 2005    $ 210,000          $ 209,972         $ (23,225)         $ 186,747
                                =========          =========         =========          =========
See accompanying notes to financial statements

                                      F-4
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
  FOR THE PERIOD FEBRUARY 7, 2005 (Date of Inception) THROUGH DECEMBER 31, 2005

Cash Flows from Operating Activities:
Net loss from operations                                            $   (23,225)
Adjustments to reconcile net loss to net cash used in operating
  activities:
Increase in accounts payable and accrued expenses                        14,369
                                                                    -----------
Net Cash Used in Operating Activities                                    (8,856)

Cash Flows From Investing Activities:
Deposit paid on acquisition                                            (200,000)
Deferred acquisition costs paid                                            (439)
                                                                    -----------
Net Cash Used in Investing Activities                                  (200,439)

Cash Flows From Financing Activities:
Proceeds from sale of membership interests                              210,000
Member withdrawal                                                           (28)
Deposits received for subscribed membership interests                 3,008,333
                                                                    -----------
Net Cash Provided by Financing Activities                             3,218,305
                                                                    -----------

Net Increase in Cash and Cash Equivalents                             3,009,010

Cash and Cash Equivalents at the beginning of period                $        --

Cash and Cash Equivalents at the end of period                      $ 3,009,010
                                                                    ===========

Supplemental Information:
Cash paid during the period for Interest                            $        --
Cash paid during the period for Taxes                               $        --

Supplemental Disclosure - Non-cash Investing Activities
Deferred financing costs attributable to the  acquisition           $   379,185

                 See accompanying notes to financial statements

                                      F-5
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statements follows.

Business and Basis of Presentation

MMC Energy North America, LLC (the "Company") was formed under the laws of the
state of Delaware by Karl Miller as Managing Member on February 7, 2005 for the
purpose of acquiring power generating assets in the U.S. The liabilities of the
Company's members are limited.

The Company is in the development stage, as defined by Statement of Financial
Accounting Standards No. 7 ("SFAS No. 7") and its efforts have been principally
devoted for the purpose of acquiring power generating assets. The company
remained inactive until a first acquisition opportunity was identified. On
October 27, 2005, the Company agreed to acquire substantially all of the assets
of Dispersed Generating Company, LLC (the "Seller"), consisting primarily of two
power generating facilities (the "Facilities") located in the San Diego,
California area, (the "Acquisition"). In connection therewith, the Company paid
a deposit of $200,000 to Seller refundable only under certain conditions.
Additionally, the Company formed two subsidiaries, MMC Chula Vista, LLC and MMC
Escondido, LLC to hold each of the two power plants to be acquired,
respectively. All significant inter-company transactions and balances have been
eliminated in consolidation. Concurrent with the execution of the asset purchase
agreement, the predecessor of MMC Energy Partners, LLC (the "Managing Member")
was formed as a general partnership and capitalized by Karl Miller and two
additional partners, to serve as the Managing Member of and to capitalize the
Company. In order to finance the remainder of the purchase price, the Company
offered for sale membership interests (the "Interests"). The Acquisition closed
subsequent to the date of the financial statements on January 9, 2006.

      To date, the Company has generated no sales revenues, has incurred
      expenses primarily related to the acquisition and financing activities and
      has sustained a loss. Consequently, its operations are subject to all the
      risks inherent in the establishment of a new business enterprise. For the
      period from February 7, 2005 (date of inception) through December 31,
      2005, the Company has accumulated deficit of $23,225.

                                      F-6
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Revenue Recognition

For revenue from products and services, the Company recognizes revenue in
accordance with SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements" ("SAB 101"). SAB 101 requires that four basic criteria
must be met before revenue can be recognized: (1) persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been rendered;
(3) the selling price is fixed and determinable; and (4) collectibility is
reasonably assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered/services rendered and the collectibility of those amounts.
Provisions for discounts and rebates to customers, estimated returns and
allowances, and other adjustments are provided for in the same period the
related sales are recorded. The Company defers any revenue for which the product
has not been delivered or services have not been rendered or is subject to
refund until such time that the Company and the customer jointly determine that
the product has been delivered or services have been rendered or no refund will
be required.

On December 17, 2003, the SEC staff released Staff Accounting Bulletin (SAB) No.
104, Revenue Recognition. The staff updated and revised the existing revenue
recognition in Topic 13, Revenue Recognition, to make its interpretive guidance
consistent with current accounting guidance, principally EITF Issue No. 00-21,
"Revenue Arrangements with Multiple Deliverables." Also, SAB 104 incorporates
portions of the Revenue Recognition in Financial Statements - Frequently Asked
Questions and Answers document that the SEC staff considered relevant and
rescinds the remainder. The company's revenue recognition policies are
consistent with this guidance; therefore, this guidance will not have an
immediate impact on the company's financial statements.

The Company records revenues in connection with delivering electric power and
"ancillary services", generally being on call to provide power on 10 minute
notice, to the California Independent System Operator ("CAISO"), or such other
third parties as it may contract with directly from time to time. The Company
did not recognize revenues during the period ended December 31, 2005.

Income Taxes

The Company is a "pass-thru" entity and taxed as a partnership for federal tax
purposes. Therefore, no provision has been made for corporate federal income
taxes and the Company's Members have consented to include the income or loss in
their individual tax income or other taxes. The Company may be, however, liable
for state income or other taxes. The Company provides for income taxes based on
pre-tax earnings reported in the financial statements. Certain items such as
depreciation are recognized for tax purposes in periods other than the period
they are reported in the Company's financial statements.

                                      F-7
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Income Taxes (continued)

The Company has adopted Financial Accounting Standard No. 109 (SFAS 109) which
requires the recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statement or tax returns. Under this method, deferred tax liabilities and assets
are determined based on the difference between financial statements and tax
basis of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. Temporary differences between
taxable income reported for financial reporting purposes and income tax purposes
for New York City are insignificant.

Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.

Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144
(SFAS 144). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undiscounted cash flows. Should any impairment in value be indicated,
the carrying value of intangible assets will be adjusted based on estimates of
future discounted cash flows resulting from the use and ultimate disposition of
the asset. SFAS No. 144 also requires assets to be disposed of be reported at
the lower of the carrying amount or the fair value less costs to sell.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company
to concentrations of credit risk, consist primarily of cash and cash
equivalents. The Company places its cash and temporary cash investments with
credit quality institutions. At times, such investments may be in excess of the
FDIC insurance limit.

                                      F-8
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Geographical Concentration Risk

The Company's Facilities are located in greater San Diego, California, and
generally provide power only in that state. Accordingly, the Company's
operations are highly regulated by the local San Diego Air Permit Control Board,
the California Independent System Operator ("CAISO") and other related state and
local agencies, as well as the Federal Energy Regulation Commission ("FERC").
Such organizations establish certain rules and limitations on operations and
require that the Company maintain in good standing several required licenses and
permits, such as limits on air emissions. These organizations may from time to
time change the rules under which the Company operates and derives its revenues.
The Company's licenses and permits were, generally, transferred with the
Facilities from the Seller, and the Company believes it has all such required
licenses and permits to conduct its operations.

Advertising

The Company follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred no advertising costs for the period ended
December 31, 2005.

Stock Based Compensation

In December 2003, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the period ended December 31, 2005 and will
adopt the interim disclosure provisions for its financial reports for the
subsequent periods. The Company does not have stock based awards of compensation
to employees granted or outstanding during the period ended December 31, 2005.

                                      F-9
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Stock Based Compensation (continued)

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock Warrants, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. On April 14, 2005, the
SEC amended the effective date of the provisions of this statement. Accordingly,
the Company will implement the revised standard in the forth quarter of fiscal
year 2006. Currently, the Company accounts for its share-based payment
transactions under the provisions of APB 25, which does not necessarily require
the recognition of compensation cost in the financial statements. Management is
assessing the implications of this revised standard, which may materially impact
the Company's results of operations in the first quarter of fiscal year 2006 and
thereafter.

Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in the period presented.

Segment Information

The Company adopted Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related Information ("SFAS
131"). SFAS establishes standards for reporting information regarding operating
segments in annual financial statements and requires selected information for
those segments to be presented in interim financial reports issued to
stockholders. SFAS 131 also establishes standards for related disclosures about
products and services and geographic areas. Operating segments are identified as
components of an enterprise about which separate discrete financial information
is available for evaluation by the chief operating decision maker, or decision
making group, in making decisions how to allocate resources and assess
performance. The Company currently has only one operating segment.

                                      F-10
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results
could differ from those estimates.

Liquidity As shown in the accompanying financial statements, the Company
incurred a net loss of $(23,225) during the period February 7, 2005 (date of
inception) through December 31, 2005. The Company's current liabilities exceeded
its current assets by $192,877 as of December 31, 2005.

Research and Development

Company-sponsored research and development costs related to both present and
future products will be expended in the period incurred.

New Accounting Pronouncements

SFAS 151. In November 2004, the Financial Accounting Standards Board (FASB)
issued SFAS 151, Inventory Costs-- an amendment of ARB No. 43, Chapter 4. This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
4, previously stated that ". . . under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling costs may
be so abnormal as to require treatment as current period charges. . . ." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Management does not believe the
adoption of this Statement will have any immediate material impact on the
Company.

SFAS 152. In December 2004, the FASB issued SFAS No.152, "Accounting for Real
Estate Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67"
("SFAS 152) The amendments made by Statement 152 This Statement amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement also amends
FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of
Real Estate Projects, to state that the guidance

                                      F-11
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

New Accounting Pronouncements (continued)

for (a) incidental operations and (b) costs incurred to sell real estate
projects does not apply to real estate time-sharing transactions. The accounting
for those operations and costs is subject to the guidance in SOP 04-2. This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005 with earlier application encouraged. The Company does not
anticipate that the implementation of this standard will have a material impact
on its financial position, results of operations or cash flows.

SFAS 123R. On December 16, 2004, the Financial Accounting Standards Board
("FASB") published Statement of Financial Accounting Standards No. 123 (Revised
2004), Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation
cost related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock Warrants, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. On April 14, 2005, the
SEC amended the effective date of the provisions of this statement. Accordingly,
the Company will implement the revised standard in the forth quarter of fiscal
year 2006. Currently, the Company accounts for its share-based payment
transactions under the provisions of APB 25, which does not necessarily require
the recognition of compensation cost in the financial statements. Management is
assessing the implications of this revised standard, which may materially impact
the Company's results of operations in the first quarter of fiscal year 2006 and
thereafter.

SFAS 153. On December 16, 2004, FASB issued Statement of Financial Accounting
Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No. 29, Accounting for Nonmonetary Transactions (" SFAS 153"). This statement
amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.

FIN 47. In March 2005, the FASB issued FASB Interpretation (FIN) No. 47,
"Accounting for Conditional Asset Retirement Obligations, an interpretation of
FASB Statement No. 143," which requires an entity to recognize a liability for
the fair value of a conditional asset retirement obligation when incurred if the
liability's fair value can be reasonably estimated. The Company is required to
adopt the provisions of FIN 47 no later than the end of its fiscal 2006. The
Company does not expect the adoption of this Interpretation to have a material
impact on its consolidated financial position, results of operations or cash
flows.

                                      F-12
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

New Accounting Pronouncements (continued)

SFAS 154. In May 2005 the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 154, "Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS 154 requires
retrospective application to prior periods' financial statements for changes in
accounting principle, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. SFAS 154 also
requires that retrospective application of a change in accounting principle be
limited to the direct effects of the change. Indirect effects of a change in
accounting principle, such as a change in non-discretionary profit-sharing
payments resulting from an accounting change, should be recognized in the period
of the accounting change. SFAS 154 also requires that a change in depreciation,
amortization, or depletion method for long-lived, non-financial assets be
accounted for as a change in accounting estimate effected by a change in
accounting principle. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption is permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement is issued. The
Company does not expect the adoption of this SFAS to have a material impact on
its consolidated financial position, results of operations or cash flows.

On February 16, 2006 the FASB issued SFAS 155, "Accounting for Certain Hybrid
Instruments," which amends SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." SFAS 155 allows financial
instruments that have embedded derivatives to be accounted for as a whole
(eliminating the need to bifurcate the derivative from its host) if the holder
elects to account for the whole instrument on a fair value basis. SFAS 155 also
clarifies and amends certain other provisions of SFAS 133 and SFAS 140. This
statement is effective for all financial instruments acquired or issued in
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position, results of operations or cash flows.

NOTE 2 - DEPOSIT

In connection with the Asset Sale Agreement dated October 27, 2005 between the
Company and the Seller (the "ASA"), the Company was required to pay a deposit of
$200,000, refundable only under certain conditions outside of the Company's
control. The ASA was subject to certain conditions to close, including
regulatory approval from the U.S. Federal Energy Regulatory Commission ("FERC"),
and third party engineering inspections conducted by the Company. The Company
has recorded the deposit as an asset as of December 31, 2005. The Company
consummated the acquisition of the assets subsequent to the date of the
financial statements on January 9, 2006 and the deposit was applied towards the
purchase price.

                                      F-13
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 3 - DEFERRED ACQUISITION CHARGES

Deferred Acquisition Charges at December 31, 2005 of $379,624 consist primarily
of legal fees and engineering fees to physically inspect the equipment to be
acquired, which were incurred prior to December 31, 2005, but settled at or
subsequent to closing the Acquisition in 2006.

NOTE 4 - DEPOSITS FOR SUBSCRIBED MEMBERSHIP INTERESTS

As of December 31, 2005, the Company had received subscriptions for the purchase
of Interests totaling $3,208,333, inclusive of $200,000 invested by the Managing
Member, which were funded in cash prior to December 31, 2005. The terms of the
subscription agreements provided that such subscriptions would not be accepted
and Interests would not be issued until such time as specified by the Managing
Member and cash deposits would be returned should the Acquisition not close for
any reason. Accordingly, the deposits were recorded as a liability as of
December 31, 2005.

NOTE 5 - MEMBERS' EQUITY

The Company is organized as a limited liability company, whereby membership
interests are issued to its equity holders (each a "Member") in proportion to
their capital contributed, subject to acceptance by the Managing Member. As of
December 31, 2005, the Managing Member's predecessor was the sole Member.

NOTE 6 - TRANSACTIONS WITH AFFILIATES

Prior to the commencement of material business operations in October 2005, the
Company was owned by sole Member, Karl Miller. During that period, Mr. Miller
funded the Company and used the proceeds for expenses unrelated to the current
business of the Company, with any residual cash refunded to him prior to
re-capitalizing the Company on October 27, 2005. Aggregate disbursements for
such transactions totaled approximately $16,000 and were offset in full by
reimbursements from Mr. Miller and other sources, and therefore had no net
effect on the results of operation or financial position of the Company for the
period ended December 31, 2005.

                                      F-14
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 7 - SUBSEQUENT EVENTS

Reorganization

In anticipation of the closing of the Acquisition, on January 3, 2006, the
$3,208,133 of subscriptions for Interests (including the Managing Member's
Interests) were formally accepted by the Company and corresponding Interests
issued in connection with a revised Limited Liability Company Operating
Agreement (the "LLC Agreement") entered into by all of the Members. The
Interests accrue a dividend at the rate of 8% per annum, payable in cash
commencing in 2007, and subject to any restrictions imposed by the Company's
lenders. The Interests are redeemable by the Company at a 20% premium to their
original issue price prior to January 9, 2007. The Interests are redeemable by
the holder after January 9, 2008, subject to any restrictions imposed by the
Company's lenders.

An additional $175,000 Interests were sold subsequently, for a total of
$3,383,333.

On January 3, 2006, the Managing Member was formally converted from a general
partnership into a limited liability company formed under the laws of the state
of Delaware. Also on January 3, 2006, the three members of the Managing Member
formed MMC Energy Management, LLC (the "Manager") to provide executive
management services to the Company on a non-exclusive basis. In connection with
the Acquisition, the Company and Manager entered into a management services
agreement (the "MSA"), requiring payment of a management fee to the Manager of
$100,000 per quarter payable in advance, as well as a one time transaction fee
of $60,000 paid at closing of the Acquisition. The MSA further provides for the
quarterly fee to increase to $150,000 in connection with an anticipated future
expansion of the Chula Vista Facility.

Acquisition of Power Generating Facilities

On January 9, 2006, the Company acquired substantially all of the assets of the
Seller, consisting primarily of two power generating facilities (the
"Facilities") located in the San Diego, California area, (the "Acquisition").
The Seller had not been operating the Facilities and therefore did not meet the
definition of a business as described in Emerging Issues Task Force 98-3,
Determining Whether a Nonmonetary Transaction Involves Receipt of Productive
Assets or of a Business.

                                      F-15
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Acquisition of Power Generating Facilities (continued)

In connection therewith, the Company purchased substantially all of the assets
of the Seller, including primarily the Facilities, along with a spare turbine
and land on which the Escondido Facility sits, for the aggregate purchase price
of $2.625 million, exclusive of acquisition costs, paid in cash. The Facilities
are fueled by natural gas and have a nameplate capacity of 44 megawatts (MW)
each. The Facilities have been idle since October 2003, and the Company has
determined that material repair and re-commissioning expenditures are required
to bring the Facilities back into service and generating revenues. The Company
believes that, together with the senior debt facility described below, it has
adequate capital resources to complete the re-commissioning process and expects
to do so by May 15, 2006.

      The following table presents the purchase price allocation, including
      professional fees and other related acquisition costs, to the assets
      acquired and liabilities assumed, based on their fair values at the date
      of acquisition:

Equipment                                                       $2,250,000
Real property                                                      375,000
Acquisition costs                                                  625,000
                                                                ----------
Total purchase price                                            $3,250,000

      Due to its recent date of acquisition, the purchase price allocation is
      based upon preliminary data that is subject to adjustment and could change
      significantly pending the completion of an independent appraisal to
      accurately evaluate this allocation. The results of the acquisition will
      be included within the consolidated financial statements from its date of
      acquisition as of January 9, 2006.

Assumption of Real Property Lease

The Chula Vista Facility resides on leased land, and the land lease was assigned
to the Company in connection with the Acquisition. The initial lease term
expires November 1, 2007, but can be extended at the Company's option for up to
three successive five year periods. The minimum lease payments required under
the lease are approximately $93,000 for 2006, and $87,000 for 2007.

                                      F-16
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Financing Facility

On January 31, 2006, the Company entered into a Loan and Security Agreement (the
"Loan Agreement") with TD Banknorth (the "Bank"), for a $3.5 million senior debt
facility including a $3.0 million term loan (the "Term Loan") and $500,000
revolving loan (the "Revolver", together with the Term Loan, the "Loans"). The
Term Loan provides for interest payments only for the first six months, and 84
equal principal payments in the amount of $37,038 thereafter, with a final
maturity of May 3, 2013. The Term Loan bears interest at a variable rate equal
to the Federal Home Loan Bank Rate plus 2.50%. $2.055 million of the Term Loan
proceeds were funded into an escrow account under control of the Bank and
restricted in use to valid repair and re-commissioning costs in accordance with
a re-commissioning plan agreed to between the Company and the Bank, with any
remaining cash released to the Company once the plants are operational. The
remaining proceeds, net of related transaction costs, are intended to be used
for general working capital purposes.

Advances against the Revolver are payable on demand and bear interest at the
Prime Rate plus 1.00%. Beginning in 2007, amounts outstanding under the Revolver
must be repaid in full and a zero balance maintained for at least 30 consecutive
days at any time during the year. The Company has not made any borrowings under
the Revolver.

The Loan Agreement places certain restrictions on the Company's ability to make
distributions to Members and on transactions with affiliates. The Loan Agreement
further subjects the company to certain financial and other covenants, including
maintaining a minimum Net Worth and minimum Debt Service Coverage ratio, and
requiring that the Facilities be operational by no later than June 30, 2006. The
Company is not in violation of any such covenants. The Loans are collateralized
by substantially all assets of the Company and are personally guaranteed,
jointly and severably, by the three principal officers and founding partners of
the Company.

Application to Expand Service

On February 15, 2006, the Company filed an application with the CAISO for the
expansion of the Chula Vista Facility by up to 60 MW. The expansion remains
subject to CAISO approval in addition to the approval of the San Diego Gas &
Electric, the local utility, and various environmental permits, as well as the
Company's ability to arrange adequate financing. The Company hopes to obtain the
required permits, approvals and financing and to complete construction by summer
2007.

                                      F-17
MMC ENERGY NORTH AMERICA, LLC
                          (A development stage company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

Merger Agreement and Recapitalization

On February 22, 2006, the Company entered into a binding term sheet agreement
(the "Merger Agreement") with Tompkins Capital Group ("TCG") to merge into a
publicly traded entity to be acquired and controlled by TCG ("Pubco") in
connection with TCG's raising $6 million of additional equity capital for the
combined company (the "Merger"). The Merger Agreement requires that, prior to
closing, the Managing Member reorganize as "C" Corporation, and the Members of
the Company exchange their Membership interests for shares in the Managing
Member, such that the Company, as well as the Manager, become wholly owned
subsidiaries of the Managing Member, which will then merge with Pubco. In
connection with the Merger, the shareholders of the Managing Member will receive
62.16% of the outstanding shares of Pubco in exchange for 100% of their shares
in the Managing Member. The Merger is subject to the prior due diligence of both
MMC and TCG. The Merger is to be completed within 30 days of the issuance of
this report.

                                      F-18
MMC ENERGY, INC.
              PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

      The  accompanying  unaudited pro forma  condensed  consolidated  financial
statements  ("pro forma  statements")  reflect the proposed merger of MMC Energy
North America, LLC ("MMC") with a wholly owned subsidiary of High Tide Ventures,
Inc. ("High Tide"),  an inactive  publicly  registered shell corporation with no
significant  assets or  operations.  For accounting  purposes,  MMC shall be the
surviving entity.  The transaction is accounted for using the purchase method of
accounting.  The total purchase price and carrying value of net assets  acquired
of High Tide is $11,750. From February,  2003 until the date of the merger, High
Tide was an inactive  corporation  with no significant  assets and  liabilities.
While the  transaction is accounted for using the purchase method of accounting,
in substance the merger is a recapitalization of MMC's capital structure.

      Effective with the Merger, all previously outstanding membership interests
of MMC's members will be exchanged for an aggregate of 23,875,000 shares of High
Tide  common  stock.  The value of the stock that was issued was the  historical
cost of High Tide's net tangible  assets,  which did not differ  materially from
their fair value. In accordance with Statement of Financial  Accounting Standard
141, MMC is the acquiring entity.

      The  Proforma  Unaudited  Financial   Statements  have  been  prepared  by
management  of MMC in order  to  present  consolidated  financial  position  and
results of operations of High Tide and MMC as if the acquisition had occurred as
of  December  31,  2005 for the pro forma  condensed  balance  sheet and to give
effect to the acquisition of High Tide, as if the transaction had taken place at
January 1, 2005 for the pro forma condensed consolidated statement of losses for
the year ended December 31, 2005.

      The pro forma  information  is based on  historical  financial  statements
giving  effect  to the  proposed  transactions  using  the  purchase  method  of
accounting and the assumptions and adjustments in the accompanying  notes to the
pro forma financial statements. The unaudited pro forma financial information is
not necessarily  indicative of the actual results of operations or the financial
position which would have been attained had the acquisitions been consummated at
either of the foregoing dates or which may be attained in the future.

      The pro forma  statements  have been prepared  from, and should be read in
conjunction  with,  MMC's  audited  financial  statements  for the  period  from
inception  (February 7, 2005) through December 31, 2005, and High Tide's audited
financial statements for the year ended December 31, 2005.

                                      F-19
MMC ENERGY, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005
ProForma        Note    ProForma
                                                           MMC          High Tide    Adjustments      Ref   Consolidated
                                                        -----------   ------------   ------------     ----  ------------
                       ASSETS
Current Assets:
Cash and cash equivalents                               $ 3,009,010   $     50,107   $    175,000      2a   $ 10,926,035
                                                                                       (2,702,633)     2b
                                                                                          944,658      2c
                                                                                        9,500,000      2d
                                                                                          (50,107)     2e
Deposit for acquisition of power plant                      200,000                      (200,000)     2b             --
                                                        -----------   ------------   ------------           ------------
Total Current Assets                                      3,209,010         50,107      7,666,918             10,926,035

Fixed Assets:
Land & Power Generating Equipment                                                       3,282,257      2b      3,282,257
                                                                                     ============           ============
Other Assets:
Deferred acquisition cost                                   379,624                      (379,624)     2b             --
Restricted cash                                                  --                     2,055,342      2c      2,055,342
                                                        -----------   ------------   ------------           ------------
Total Other Assets                                          379,624                     1,675,718              2,055,342

Total Asets                                             $ 3,588,634   $     50,107   $ 12,624,893           $ 16,263,634
                                                        ===========   ============   ============           ============

            LIABILITIES AND STOCKHOLDERS'
                       EQUITY
Current Liabilities:
Accounts payable & accrued liabilies                    $   393,554   $     20,458   $    (20,458)     2e   $    393,554
Due To Related Party                                             --         50,000        (50,000)     2e             --
Current Portion of Senior Term Loan                                                       185,185      2c        185,185
Deposits for suscribed membership interests               3,008,333             --     (3,008,333)     2a             --
                                                        -----------   ------------   ------------           ------------

Total Current Liabilities                                 3,401,887         70,458     (2,893,606)               578,739

Senior Term Loan                                                                        2,814,815      2c      2,814,815

Members Equity:                                             186,747                     3,183,333      2a             --
                                                                                       (3,370,080)     2e
Stockholders Equity:
Common Stock                                                                19,430         23,875      2e         45,625
                                                                                           (7,680)
                                                                                           10,000      2d
Additional Paid-in Capital                                                  33,570      3,346,205      2e     12,836,205
                                                                                        9,490,000      2d
                                                                                          (33,570)     2e

Accumulated Deficit                                                        (73,351)        73,351      2e        (11,750)
                                                        -----------   ------------   ------------           ------------
                                                                                          (11,750)     2f
                                                                                     ------------
Total Stockholders' Equity                                                 (20,351)    12,890,431             12,870,080
Total Liabilities and Members' Equity                   $ 3,588,634   $     50,107   $ 12,624,893           $ 16,263,634
                                                        ===========   ============   ============           ============
F-20
MMC ENERGY, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2005
ProForma        Note    ProForma
                                                           MMC          High Tide    Adjustments      Ref   Consolidated
                                                        -----------   ------------   ------------     ----  ------------
Operating Expenses:
Selling, General and Administrative                     $    20,856   $     32,020                          $     52,876
                                                        -----------   ------------   ------------           ------------
Total Operating Expenses                                     20,856         32,020                                52,876

Loss from Operations                                        (20,856)       (32,020)                              (52,876)

Other  Income  (Expense)                                     (2,369)            --        (11,750)     2f        (14,119)
 Income (Taxes) Benefit                                          --             --             --                     --
                                                        -----------   ------------   ------------           ------------

Net Loss                                                $   (23,225)  $    (32,020)  $    (11,750)          $    (66,995)
                                                        ===========   ============   ============           ============
Basic loss per share                                            N/A   $      (0.00)                         $      (0.00)
                                                                                                            ============

Weighted average number of shares
outstanding                                                     N/A     12,650,000                            45,625,000
                                                                      ============                          ============
See accompanying notes to pro forma financial statements

                                      F-21
MMC ENERGY, INC.
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

1.    BASIS OF PRESENTATION

These  pro  forma  consolidated  financial  statements  have  been  prepared  in
accordance with generally accepted accounting principles in the United States of
America  ("GAAP") and MMC's accounting  policies,  as disclosed in Note 2 of the
audited financial statements of MMC for the period ended December 31, 2005.

The pro forma consolidated  financial  statements are based on the estimates and
assumptions  included in these notes and include all  adjustments  necessary for
the fair presentation of the transactions in accordance with GAAP.

These pro forma  consolidated  financial  statements are not intended to reflect
results of  operations  or the  financial  position  which  would have  actually
resulted had the  acquisition  been effected on the dates  indicated.  These pro
forma  statements  do not  include  any  cost  savings  or other  operations  or
financial position which may be obtained in the future.

2.    PRO FORMA  ADJUSTMENTS TO THE CONSOLIDATED  BALANCE SHEET AND STATEMENT OF
      OPERATIONS

The following  adjustments have been made as of December 31, 2005 to reflect the
transactions  described below, as if these transactions occurred on December 31,
2005 for purposes of the pro forma consolidated balance sheet.

a.    To record MMC's acceptance of subscriptions received prior to December 31,
      2005 and  issuance  of limited  liability  company  interests  its members
      totaling $3,008,333, and additional interests sold of $175,000, in January
      and February 2006.

b.    To record MMC's  consummation  of the  Acquisition  at a purchase price of
      $2,625,000 plus acquisition costs of $657,257.

c.    To record MMC's issuance of a $3,000,000  senior debt  facility,  of which
      $2,055,342   was   restricted  in  use  to  cover   budgeted   repair  and
      re-commissioning expenses, in January 2006.

d.    To record the sale of 10,000,000 shares of High Tide common stock at $1.00
      per  share  for  total  proceeds  of  $10,000,000,  and  net  proceeds  of
      $9,500,000  after estimated issue costs of $500,000,  assuming the maximum
      raise.

e.    To record the exchange of MMC limited  liability  company equity interests
      for  23,875,000  shares  of High  Tide  common  stock;  the  surrender  of
      7,679,738 shares of High Tide common stock by Hide Tide stockholders prior
      to the merger; the distribution of Hide Tide assets and the extinguishment
      of all Hide Tide liabilities  prior to the merger;  and the elimination of
      Hide Tide's capital  structure.  All High Tide common share issuances have
      been adjusted for the effect of the proposed 1.53594772 to one (1) forward
      stock split.

f.    In connection with the merger and recapitalization,  MMC expects to record
      a charge to operations representing the value of the common stock retained
      by the Hide  Tide  shareholder  of  $11,750,  as an  organization  cost in
      accordance with SOP 98-5.

                                      F-22