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Charles K. Dargan II
Gene Froelich
Doug Dust
Reid Dabney
Mike Miller
Jennifer Oki
Lisa Reedy
Henry Ritter
Bruce Silverman
Charles K. Dargan II
EXPERIENCE
CFO
911- Principal,
Los Angeles, CA,
January
2003
Semotus Solutions, Inc.
San Jose, Ca. 2000 to present
Chief
Financial Officer and Director.
Responsible
for managing the accounting, finance and budgeting and planning
departments of the Company. Also responsible for the financial
strategy and the merger and acquisition efforts. Joined
the Semotus board of directors in March of 1999.
Semotus
is a publicly held, wireless infrastructure company with
products for enterprises that solve the wireless needs of
their employees (productivity tools) and their customers
(revenue tools). The Company provides patented software
that is either client hosted or hosted by Semotus plus consulting
and engineering services. Semotus has acquired six companies
within the last year and has consolidated and integrated
their operations into the core business. Semotus had revenues
of $5.5 million in its latest fiscal year, which increased
from $1.4 million in the prior fiscal year.
The
Seidler Companies Incorporated Los Angeles, Ca. 1998-2000
Managing
Director.
Member
of the investment banking department and responsible for
public and private debt and equity financings as well as
merger and acquisition transactions. Experienced with a
wide variety of industries centered in the middle market
and emerging growth economy such as telecommunications,
medical products, distribution, technology and entertainment.
Seidler is a private investment bank, brokerage and public
finance firm headquartered in Los Angeles.
L.H.
Friend, Weinress, Frankson & Presson, Inc.
Los Angeles, Ca. 1996-1998
Managing
Director and Manager of the Los Angeles Investment Banking
Office.
Responsible
for managing the Los Angeles investment banking office and
for transactions, which include public and private debt
and equity financing and mergers and acquisitions. Focused
in the middle market and emerging growth economy and with
a wide variety of industries and companies. L.H. Friend
is a private investment bank with institutional brokerage
activities headquartered in Irvine, Ca.
Ambient
Capital Group, Inc. Los Angeles, Ca. 1993-1996
Principal, Chief Financial
Officer and Managing Director.
One
of three equal shareholders, Chief Financial Officer of
the firm as well as the President of the registered broker
subsidiary, responsible for the accounting, regulatory and
financial reporting of Ambient. Further, as a Managing Director,
responsible for transactions in debt and equity capital
for middle market companies in a wide range of industries
such as transportation, food, computer, medical products
and entertainment. Responsible for the credit analysis,
marketing, management and placement of the securities.
Houlihan
Lokey Howard & Zukin, Inc. Los Angeles, Ca. 1990-1993
Managing Director of Investment
Banking and Director of Finance.
Responsible
for the management of the private placement activities of
the firm. Arranged private placements of debt and equity
for middle market corporations. Also provided client companies
with merger and acquisition advice and financial consulting
and valuations.
Drexel
Burnham Lambert Incorporated New York and Los Angeles
1982-1990
First Vice President, Corporate
Finance.
Responsibilities
were as a generalist investment banker. Arranged public
and private financing through equity, debt and specialized
unit offerings for both foreign and U.S. corporations. Also
arranged merger and acquisition transactions, and performed
financial consulting, corporate reorganizations and financial
restructuring.
Price
Waterhouse & Company Los Angeles, Ca. 1980-1982
Senior Accountant.
Audited
and provided tax planning and preparation to a large corporate
clientele.
Harman
Marine Co. Los Angeles, Ca. 1977-1980
Assistant Controller.
Purchased
and maintained inventory and managed accounts payable and
accounts receivable. Implemented a computer inventory control
and product cost system.
EDUCATION
University
of Southern California - 1982
M.S.
in Finance (Master of Science in Business Administration)
with a concentration in derivative and security markets.
University
of Southern California - 1980
M.B.A.
Concentration in accounting and finance. Member of the Deans
Honor Roll, graduated Beta Gamma Sigma.
Dartmouth
College - 1977
A.B.
Government and Economics. Graduated Summa Cum Laude and
Phi Beta Kappa.
CERTIFICATIONS
Certified
Public Accountant - 1980
Chartered
Financial Analyst - 1998
AFFILIATIONS
Financial
Executives International - 2001
Los
Angeles Society of Financial Analysts - 1998
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Eugene
L. Froelich
EXPERIENCE
CFO
911-
Managing Director, Los Angeles, CA, January 2003
Futurelink
Corp. Chief Financial Officer, Lake Forest, CA, April
- October 2001. Chief
Financial Officer to financially distressed publicly traded
application service provider and information technology
systems integrator with going concern opinion. Developed
restructuring plan and strategy to eliminate excessive infrastructure
costs and instituted significant accounting systems and
controls. Negotiated with senior lender and trade creditors
to restore credit lines and restructure existing debt.
Wizshop.com , Chief Financial Officer , Los Angeles, CA., July
2000- April 2001. Directed
and oversaw all financial and accounting operations and
functions for internet based marketing and shopping mall
operator. Developed and implemented business plan culminating
in successful sale of Company to publicly traded corporation
and return to investors.
Financial
Consultant , Los Angeles, CA., 1998-2000. Financial
consultant and advisor to financially troubled health care
concerns, including health maintenance organizations and
providers in California and Illinois. Served as advisor
to State of California on handling of financially distressed
and insolvent regulated health care entities and as State
appointed conservator of Medpartners Provider Network, Inc.
Maxicare
Health Plans, Inc., Chief Financial Officer and Executive
Vice President, Los Angeles, CA., 1989-1998.
Key oversight
responsibility for all company operations. Served as the
companys liaison to Wall Street and investment community.
Architect of the Companys successful Chapter 11 reorganization
involving the restructuring of 47 affiliated companies and
elimination of $870 million of debt. Post Chapter 11 restructuring
resulted in establishment of strong balance sheet through
elimination of all debt in exchange for issuance of convertible
preferred stock and increased cash and cash equivalents
to greater than $100 million. Directed companys growth
increasing HMO membership from 270,000 to 520,000 members
and expansion into Medicaid markets. Reduced overhead to
lowest percent of all publicly traded managed care companies.
GFE,
Inc., President, Los Angeles, CA., 1984-1989. Financial
consultant to corporations and individuals primarily in
turnaround situations. Assessed financial performance and
developed strategies to identify opportunities for improving
profitability and raising capital through initial public
offering.
MCA
Records Group, President, Los Angeles, CA., 1968-1984.
Functioned as Chief Executive Officer of foreign and
domestic operations. Accomplishments include a significant
turnaround in the record group. Restored profitability
in one year to a $16 million profit from a $10 million loss
by streamlining operations and reducing overhead while increasing
marketing effectiveness. Profits increased to $25 million
in a three year period and the company established itself
as the second most profitable in the industry. Directed
and managed acquisition of major recording and record distribution
companies.
Held various
positions with MCA Inc. including Assistant Treasurer and
Vice President. Involved in all aspects of entertainment
operations, which included successful acquisition of major
book publishing companies.
McDonnell
Douglas Corporation, Internal Auditor, 1965-1968.
Price
Waterhouse & Co., New York, NY, Staff Accountant,
1962-1965.
EDUCATION
Adelphi University, New York BBA (1962).
PROFESSIONAL
STATUS
Certified
Public Accountant, California.
HONORS
& CIVIC ACTIVITIES
Whos
Who Registry of Business Leaders, 1994/95.
Finalist, Entrepreneur of the Year Awards. Los Angeles.
Former
Chair, National Foundation for Ileitis and Colitis, Los
Angeles Chapter.
Former
Member, Board of Directors, Leukemia Society of America.
Los Angeles Chapter
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Douglas
W. Dust
EXPERIENCE
CFO
911- Director,
Los Angeles, CA,
January
2003
L.H.
Friend, Weinress, Frankson & Presson, LLC.
Irvine, Ca. 1997-2002
Vice President
Member
of the Corporate Finance Department and responsible for
transactions, including private offerings of debt and equity,
public and private merger and acquisition transactions,
public offerings of equity, fairness opinions, and valuations.
Successfully financed or acted as financial advisor to many
emerging growth and middle market companies in a wide variety
of industries including software, high technology, internet
portals, E-commerce, apparel, medical devices, health care
management organizations, direct marketing, manufacturing
and motor sports. L.H. Friend is a private investment bank
with institutional brokerage activities headquartered in
Irvine, Ca.
The
Seidler Companies Incorporated Los Angeles, Ca.
1997-1996
Senior Associate.
Member
of the investment banking department and responsible for
public and private equity financings, fairness opinions
and merger and acquisition transactions. Successfully financed
or acted as financial advisor to many emerging growth and
middle market companies in a wide variety of industries
including filmed entertainment, specialty retail, jewelry,
automotive aftermarket, satellite radio, and heavy construction.
Seidler is a private investment bank, brokerage and public
finance firm headquartered in Los Angeles.
EDUCATION
Occidental College 1992
B.A.
Economics, Minor: History
CERTIFICATIONS
Series
7 license
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Reid J. D. Dabney
EXPERIENCE
CFO 911 Solutions Los Angeles, CA June 2003
Consultant
National Securities Corp. Los Angeles, CA 2003 to present
Corporate Finance
At National Securities, we bring an institutional presence and standard of quality to investing in the fragmented marketplace of reverse mergers. For hedge fund managers, other cross-over investors and accredited high net worth individuals who traditionally invest in small cap (and micro-cap) equities, special situations, PIPEs and IPOs, reverse mergers offer another avenue for diversification and high risk-adjusted returns. In a typical reverse merger, a private operating business is merged with a “public” shell company and immediately becomes public as a result. Concurrently, National Securities serves as a placement agent for private equity capital, in the range of $5 million to $25 million.
House Ear Institute Los Angeles, CA 2002-2003
Chief Financial Officer
Supervised accounting staff of seven with direct oversight of all accounting, payroll, collection, investment management and banking activities for this not-for-profit research organization. Additional responsibilities included leading the Institute’s annual and strategic planning processes, managing government contract compliance efforts, directing a new financial system conversion project and redesigning the monthly accounting schedule to reduce the closing cycle from 14 to six days.
Gerard Klauer Mattison Los Angeles, CA 2001-2002
Senior Vice President
Analyzed the Southern California market for this New York-based brokerage firm, resulting in intensified focus on the essential services, healthcare, retailing and technology sectors. Specialized in research analysis and corporate finance activities.
John G. Kinnard & Company Minneapolis, MN 1998-2001
Senior Managing Director
Acted as brokerage firm’s Director of Equity Research and Head of Institutional Equity Sales, supervising a total staff of 25. Prior to assuming the Research Director and Sales roles, conducted thorough industry analysis and initiated research coverage on 14 Information Technology companies.
Dain, Rauscher, Wessels Minneapolis, MN 1995-1998
Vice President
Established Technology-Based Manufacturing research universe consisting of data storage, semiconductor capital equipment and other technology-based industries. Acted as lead research analyst on nine public underwritings (which raised in excess of $400 million in equity capital for corporate clients) and one private equity transaction.
DataCard Corporation Minneapolis, MN 1992-1995
Vice President & Treasurer
Supervised all domestic and international Treasury activities including debt financing, cash management, foreign exchange management, insurance/risk management, chairing the pension fund investment committee and system development initiatives to monitor all Treasury performance. Additional responsibilities included managing the firm’s capital budgeting process to prioritize capital spending and heading the organization’s merger & acquisition efforts, realizing returns of 25% above expectations from the divestiture of three non-core operating divisions.
Ecolab Inc. St. Paul, MN 1989-1992
Assistant Treasurer – Corporate Finance
Raised $250 million of long-term debt through public and private placement debt offerings. Renegotiated $300 million of bank credit lines. Active in the ChemLawn subsidiary divestiture and creation of the Henkel/Ecolab European joint venture. As head of investor relations, improved the firm’s profile in the equity investment arena.
The Pillsbury Company Minneapolis, MN 1986-1989
Director of Finance/Assistant Controller
With a staff of 25, managed the annual and strategic plan processes, the organization’s financial reporting, sales analysis and new business development functions.
General Foods/Philip Morris Companies, Inc. New York, NY 1980-1986
European Treasurer
Oversaw annual cash flow planning, financing, daily cash management, dividend/royalty payments and foreign exchange management activities for 13 European subsidiaries. During a six-year career, additional responsibilities included establishing the firm’s leveraged leasing subsidiary (successfully closing $700 million of transactions, which generated after-tax returns in excess of 25%), established Swiss-based European invoicing company to significantly reduce cross-border foreign exchange exposure and centralize coffee purchasing (resulting in annual savings of $1.5 million) and maximized returns on the firm’s $300 million short-term investment portfolio.
Keefe, Bruyette & Woods New York, NY 1974-1978
Equity Research Analyst
Provided active research coverage on 20 regional commercial bank holding companies and conducted extensive banking research with published reports on REIT exposure, loans to underdeveloped countries and the adequacy of bank loan loss reserves.
EDUCATION
The Wharton School, University of Pennsylvania Philadelphia, PA 1980
Masters of Business Administration, Finance
Claremont McKenna College Claremont, CA 1973
Bachelor of Arts, Economics and Literature
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Michael D. Miller
EXPERIENCE
As Director, Operations, Mike oversees the day to day functions of CFO 911 Solutions which include planning and managing marketing/sales programs, business development, assigning consultants to appropriate engagements and managing projects. Mike also helps executives evaluate their organization’s design, accounting, financial and human capital strong / weak points. He provides leader and manager development support, while helping executives plan and implement strategic initiatives. Clients include pre-revenue ventures to public corporations.
Mike has been the keynote speaker to organizations such as the California Cast Metals Association, City of Simi Valley, Distribution Management Association, XIRCOM and the Woodworking Institute of California on the topics of leadership and strategy development.
Previously, he spent fourteen years in corporate America with FORTUNE 500 firms, including the Bendix and Allied Signal corporations, and has been an owner or partner in two firms. Positions held included acquisition manager, divisional marketing manager, new product development manager, distribution manager, national sales manager and marketing communications manager.
Since 1989, Mike has been an adjunct professor in California Lutheran University’s (Thousand Oaks, CA) evening MBA program for working adults. He is a member of the Association for Corporate Growth - Los Angeles and is a member of their annual Southern California Cup university business plan competition committee. Mike has also served on the Advisory Board of the Southern California Edison/California Lutheran University Venture Forum. He is a volunteer to Pacific Community Ventures (Los Angeles), a non-profit which fuels economic growth in low-income California communities.
EDUCATION
Mike holds a B.S., Industrial Engineering from Lehigh University (Bethlehem, PA), and a M.B.A. from Loyola Marymount University, (Los Angeles, CA). Mike has also been certified by the Center for Creative Leadership (Greensboro, North Carolina) to conduct 360º leader, manager and team assessment and development processes.
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Jennifer Oki
EXPERIENCE
Jennifer Oki has served in the capacity of Controller in private companies. Her strengths include revamping accounting and financial systems, controls and reports to comply with GAAP. She also prepares clients for and coaches them through financial audits. She has successfully revived several accounting departments that needed leadership, staffing analyses, accounting system implementation and employee training.
Her capabilities at the Controller level include advising senior management on financial matters such as creating budgets, developing cash flow projections, establishing internal controls, representing clients to outside independent auditors and implementing Human Resource processes. She is experienced in many software systems, including, but not limited to QuickBooks, Mas 90 and any industrial specific system such as Monkey Media (for the wholesale baking industry) etc.
Prior to entering the field of accountancy in the United States, Jennifer has worked with large corporations such as Federal Express and Singapore Airlines in Singapore. Her extensive experience in Singapore has given Jennifer a firm understanding of corporate culture, which she is able to leverage to the benefit of her clients.
Jennifer speaks fluent Mandarin. Currently, she is working toward an Award in Accounting with UCLA Extension.
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Lisa Reedy
EXPERIENCE
Lisa Reedy has over 20 years Accounting, Audit and IT experience. She started her experience in private practice and then expanded her capabilities with KPMG. Her background includes implementation of accounting systems and CRM systems, policies and procedures, process improvement and accounting; including, but not limited to, Audit preparation through completion and Annual Budgets documentation and presentation.
Her IT experience includes pre-merger and acquisition IT Due Diligence and Organizational Due Diligence uncovering 2 important questions; who holds the undocumented Intellectual Capital and what do their systems look like in regards to hardware, software (including licensing) and security? She has also documented current state IT to future state IT platforms, and prepared IT Strategic Plans designed to support upper management’s long-term goals.
EDUCATION
Ms. Reedy holds a B.S. in Accounting Honors Program from The University of Tampa. In her spare time, she volunteers as a CFO for a Regional Grass-roots non-profit.
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Henry D. Ritter
EXPERIENCE
Henry has over 30 years experience in public company consulting and specializes in financial management and interim executive roles. Other capabilities he provides include viability analyses on companies for financial institutions, equity investor groups and creditors, integrated financial and tax planning advice for closely held corporations and their owners with practice in financial and strategic planning, succession planning, business valuations, ESOP's, due diligence for investors, review of business plans and evaluation of merger and acquisitions plans.
He also provides strategic and financial consulting and temporary Chief Financial Officer and/or Chief Operating Officer services, day-to-day financial and operational activity of the client companies, including all financial statements, design and implementation of financial system, treasury functions, business plan, budgets, due diligence, mergers and acquisitions and corporate integration. In this role, Henry interfaces with corporate auditors, investment bankers and divisional subsidiary executives.
Henry’s corporate experience includes being a partner at ERNST & WHINNEY, where he served as: Director, Washington Financial Services Practice, Member of the Firm's National Committee for Financial Planning; Advisor to the Firm's Telecommunication Consulting Group; Advisor to Washington Privately Owned and Emerging Business Practice. Further, he served in the National Practice Office providing expert witness testimony while with ERNST & WHINNEY. Henry was also President, CEO and CFO at DISPATCH COMMUNICATIONS, where he commenced a start-up telecommunication company which became the second largest privately held mobile radio company in the country at the time of sale, three years later. Henry has served on the boards of two closely held companies.
Henry holds an AB, Economics and an MBA, Finance from Cornell University, a JD with a concentration in Tax from Washington School of Law (American University) and Post Graduate Studies from Dartmouth College’s Amos Tuck School of Business. He was an Adjunct Professor (15 years) at George Mason University (Business and Strategic Planning) and American University (Accounting).
Henry is or has been a member of AICPA, MACPA , American Bar Association, Former Chair of the Cash Flow Committee of Legal and Financial Planning Task-Force Section of Real Property, Probate and Trust.
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Bruce Silverman
EXPERIENCE
Bruce is one of America’s best known and well respected marketing communications executives. A broad-view strategist, he is probably the only agency executive who ever served as a creative director and went on to head one of the largest media planning and buying shops in the world.
A long-time board member of the American Association of Advertising Executives, his 38 year advertising agency career included senior positions at Ogilvy & Mather in New York (EVP/Executive Creative Director), London (Deputy Managing Partner), Houston (SVP/ Executive Creative Director/Deputy Managing Director) and Los Angeles (SVP/Executive Creative Director/General Manager), Bozell (EVP/Executive Creative Director/General Manager), Asher/Gould (President/COO) and WongDoody (President). He was the creative mind behind “Don’t Leave Home Without It” for American Express, “Bullish on America” for Merrill Lynch, “Something Special in the Air” for American Airlines, “Not Made in Noo Yawk Ciddy” for Pace Picante, “The Shell Answer Man” and a dozen other award winning campaigns for clients such as IBM, Hershey’s, International Paper, Baskin-Robbins, Autodesk, Coldwell Banker, Sizzler, California Department of Health Services, Sun America, Suzuki, Pabst, Sanyo, Mattel, Greyhound, Armour, Zales and Post.
As President/CEO of Interpublic’s giant ($22 billion annual billings) Initiative Worldwide, Bruce supervised media planning and buying for Disney, Sega, Carl’s Jr., Taco Bell, Albertson’s, Acura, KIA, Chevrolet, Bally’s Health & Fitness, Six Flags, America Online, the United States Navy and Yahoo!.
Bruce serves as Chairman and CEO of 24/6, Inc., the holding company of Pocket Billboards®, which places advertising on telephone calling cards. He also serves on the advisory boards for a number of early stage companies.
Bruce is a graduate of Adelphi University in New York. He has served as Vice Chairman of the AAAA Western Region and as Vice President of the Los Angeles Advertising Agency Association. He was a founding board member of the Los Angeles Children’s Museum and later served as Chairman of the Resource Development Committee of the Starbright Foundation. He is an active member of Television Arts & Sciences and the Forensic Expert Witness Association. Bruce is married to Nancy Cole, Publisher and Editor of The Equestrian News.
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