Company Profile 

The EMCO/Hanover Group

Profile of Merchant Banking Services

The EMCO/Hanover Group specializes in matters attendant to the senior management decision-making process as well as those relating to executive compensation, litigation support, business valuations, merger/acquisition, capital sourcing and value enhancement. The EMCO/Hanover Group's principals have been extremely active in numerous industries, in a variety of capacities, both as on-line executives and senior consultants. Noted below, and inclusive of prior experiences, is a cross-section of such achievements and clients. See also List of Client Assignments under "Experts in Capital".

 EXECUTIVE COMPENSATION

LITIGATION SUPPORT
 

A cross section of involvements includes those related to the Tax Court and Chapter 11/7 situations, with the following companies and a brief description thereof: (1) court-appointed expert under a Chapter 11 proceeding for Rocket Industries, automotive parts and importer of exercise equipment re: inventory accounting procedures under GAAP standards plus (2) Bongo Jeans (Tom Trading); (3) Westward Ho Markets, as expert witness re: various union contract wage and benefit concessions; (4) Tokai Credit's expert, re: Team Nissan, automotive dealership under a Chapter 7 proposed liquidation plan; (5) U.S. Computer Systems, Inc., financial services, cablecasting-as an expert witness in a divorce matter regarding valuation of a deceased spouse's business, where the estate and prior, the ex-husband held the proxy thus gaining 51+% equity control; (6) Wilshire Industries, Inc., fireplace accessories, under a Chapter 11 proceeding; (7) Jeffrey, Corigan v. Smouse, Pistole in a determination of damages opinion; and (8) Maxon Industries, Inc.--transportation equipment, under a Chapter 7 "exit" petition.

BUSINESS VALUATIONS

Non-ESOP:

Assignments range from those related to estate planning, management buyouts, employee stock options, conversion of "C" corporations to "S" tax status, licensing agreements (Unlimited Adjusting Group, Inc, - an insurance claims processor specializing in earthquake insurance), the allocation of acquired goodwill to depreciable assets  (i.e. BioGentec Incorporated and Crystalix, Inc. – both companies  who were in the processing of applying for NASDAQ listings), plus capital transactions including those related to potential investors/lenders: (1) Air Conditioning Company, Inc., mechanical contractor; (2) Bergandi Manufacturing Co., Inc., wire products manufacturer; (3) California Contractors Supplies, Inc., importer/distributor of small tools; and (4) the ESOP for Caltrol, Inc., manufacturer process control instrumentation.

Other valuations have included: (5) Domino's Pizza Inc., franchisee; (6) Fremont Family Fun Centers (miniature golf); (7) Glen Ivy Financial Group, timeshare; (8) Roy E. Hanson Jr. - manufacturing, fabricated metals; (9) King Chapman Broussard & Gallagher, Inc., executive out placement services; (10) New San Francisco Laundry, restaurant linen supplier; (11) Abraham Rochlin Enterprises, Inc., plywood distributor; (12) Ramco Industries, Inc., foam manufacturer; (13) Selzee, Inc., communications services; (14) selective shareholder interests in Chiat/Day Inc. Advertising (concurrent to merger with Omnicom Group, Inc.); (15) Valcom, Inc., an entertainment company; and (16) Zucotto Systems Inc. - a foreign controlled, wireless semi-conductor and software company.

ESOP and "S" to ESOP

Emco/Hanover has been doing business valuations for over twenty-five years regarding Employee Stock Ownership Plans. A cross-section of assignments include: (1) Abaud, Inc.; (2) Casa Leon, Inc.; (3) Danros, Inc.; (4) Cuenca Enterprises, Inc.; (5) Food Export, Inc.; (6) JLS Concrete Pumping, Inc.; (7) JWS Corporation; (8) Michaels Acceptance Corp.; (9) Mission Furniture LLC; (10) Pacific Architects and Engineers, Inc.; (11) Tanner Management Corporation; (12) Zen Bakery, (13) Van Lee Enterprises, Inc., (14) Unlimited Adjusting Group, Inc. plus (15) Shernoff Management, Inc. and (16) Jeffrey M Steinberger, A Law Corporation. Each of the aforementioned companies are better described, by industry, under "Experts in Capital".

INVESTMENT BANKER ADVISORS

The EMCO/Hanover Group has acted as advisors to the corporate finance departments of Bregman Securities, Birr Wilson and Jesup & Lamont plus the U.S. representative for Transatlantic Capital, a London (England) based bio-sciences venture fund.

MERGER/ACQUISITION

Completed transactions range from those relative to professional services to base manufacturing, distribution and hi-tech electronics, including where EMCO/Hanover have: (1) arranged the sale of various portfolio assets of Heritage Leasing Corporation; (2) acted as management and financial consultants in the acquisition of a product line from an American Brands' subsidiary for Active Sales Co., Inc.; (3) acted as corporate financial advisors regarding capital restructures and sale of Campbell Industries, Inc.; (4) acted as a corporate executive in the purchase of a textile products buying office; (5) negotiated the sale of a product license plus designed long-term financing with warrants between Industrial Clean Air, Inc. and a foreign buyer; (6) negotiated the sale of Western Plywood, Inc. to Plywood Panels, Inc.; (7) plus initiated and concluded the sale of Services Rating Organization, Inc. to a major European company in a related industry.

Other assignments have involved where EMCO/Hanover: (8) sold a specialized industry group of magazines to an international publishing company through their U.S. subsidiary; (9) introduced and sold an accounting services firm to one of the Big-6 national accounting firms; (10) merged a distributor of electronic components (annual sales: $60 million) with a competitor; (11) sold a manufacturer of industrial products to an industry related business; (12) sold a group of product lines to a manufacturer of retail products; plus (13) negotiated the sale of a wholesale electrical distributor to a competitor along with (14) various transactions for a Multi-Level Marketing, publicly-trading food supplement company along with (15) a reverse merger of a law firm’s management group into an existing ESOP; and (16) various mergers for a U.S. based public start-up company in the processing of establishing itself as a medical products and accessories, distribution firm -specializing in certain international markets.

EXECUTIVE MANAGEMENT ENHANCEMENT PROGRAM(S)

The EMCO/Hanover Group specialists have participated in all levels of executive management, both in on-line positions and as senior consultants. The key is to define what a company's abilities are, analyze its underlying weaknesses and corporate identity, and then design programs to capitalize and/or enhance redefined corporate objectives. This is done through strategic analysis, business planning, on-line management, including personnel involvement and board representation. A cross section of assignments have included: (1) SRECO (sewer rodding equipment), management reorganization and market penetration plus expansion; (2) The Sparrow Corporation (music publisher), management incentives, executive retreats, corporate expansion; (3) Anderson, Alfred & Ritter (accounting firm), diversified services, compensation plan, incentive plan, business expansion; (4) Pearson & Johnson (general contractors), on-line management pre- and post- capital procurement; (5) R&S Medical Enterprises, corporate expansion; (6) Richard Wolffers, Inc., (philatelic auctioneers), on-line management, business expansion; (7) Sho Iino Accountants (now part of Deloitte & Touche), consulting services, business expansion; and (8) Swat Fame, Inc. (an assembler/manufacturer of children, junior, misses apparel), middle and senior management compensation, tied to fiscal budgeting.

CAPITAL SOURCING

A cross section of various assignments involving either capital transactions, general management advisory, and/or business turnarounds where The EMCO/Hanover Group's members, inclusive of prior experiences, have acted as on-line executives and/or senior consultants is listed below by industry.

ACCOUNTING -- without divulging firm names (due to confidentiality) assignments included: where EMCO/Hanover directed its management advisory services for specialized accounts after merger of a major Los Angeles-based and Far Eastern-related practice into a now Big Four accounting firm, as part of the transaction between the parties; restructure of a regional office for a Big Six firm with regard to its business management and administrative functions; designed and implemented a to-be-formed management advisory services department for a regional CPA practice; participated as administrative partner for a localized medium-size CPA practice, subsequently merged with a Big Six firm; and acted as part of the management services arm from a Far Eastern and Los Angeles based firm, which subsequently became the Far Eastern practice for a Big-4 Accounting Firm.

AEROSPACE -- where assignments have ranged from companies engaged in the manufacture of component parts and defense electronics, airline reservation systems to pressurized rubber products. Client involvements have included such companies as: Elastomeric Silicone Products, Inc. (pressured airplane interior parts – window and door seals); G.C. International's A.L. Johnson (parts manufacturer); Hydro-Mill Co. (fuelages); Lorge Engineering, Inc. (forged parts); QSA Computers (reservation systems); Saab Scandia AB (aircraft, automobiles, and computers); SFS Industries, Inc.; Zwick Energy Research Organization, Inc. (de-icers);  Airborne Product Support, Inc. (aircraft parts – wholesale) and The Mexmil Company (renamed: TMC Aerospace, Inc.: airplane interior products) plus Global E-Point, Inc. (commercial aircraft security systems).  

APPAREL AND TEXTILE INDUSTRY -- these included: from design, manufacture and distribution to wholesale and retail. A cross section of companies includes: Scottex Corporation, a manufacturer of casual garments; MOBA, Inc., a retailer of highly contemporary clothing; J.T. Racing, a manufacturer and distributor of leisure sporting garments; a Bell Helmets, Inc. Subsidiary which manufactured soft luggage and apparel for the motorcycle industry; Laise Adzer, a regional clothing importer and fashion chain; a Pioneer Systems, Inc. Subsidiary involved in children's clothing and gifts; Beck Industries subsidiaries, including Judy's clothing stores; Tenenblatt Corporation (milling); Incognito, a specialty ladies retail upscale store and its affiliated ladies garment design plus manufacturing operations; Glydon's, Inc. -  a manufacturer of ladies' lingerie/ nightwear;  Fashion Fabrics,  a multi-state retailer of yard-goods and notions plus SWAT-Fame, Inc.- pre-teen and junior misses apparel; MM Fab, Inc. (an importer of female Chinese-made textile products); Uber Vintage Clothing, a T-shirt designer and distributor, and Photo-Lith Corporation, one of the pioneers in the electro-static transfer of graphic designs, under designer licensing agreements featuring primarily Hollywood celebrities and customized images involving equipment and apparel servicing the retail and wholesale T-shirt segment of the clothing industry.

COMPUTERS -- from that relative to companies engaged in the industry such as A.G. Datafaction, Inc.; D.H. Minicom; MDS/Qantel Corporation; Soroc Technology, Inc.; and C.ITOH; IBX; ICON; and GC International to actual consulting related to hardware/software, systems evaluation, feasibility studies, requirements analysis (RFP), plus system design, reorganization and implementation. Assignments: Active Sales Company, complete system design and implementation; Triad Entertainment, system evaluation and redesign; Bill Palmer Associates, system review and litigation support; Brown Kraft & Co., feasibility study plus full-scale implementation; C.Itoh Electronics Systems, system review and redesign; California Community Builders, complete system design; California Municipal Investors, DP operational review; iVoice, Inc. plus its affiliate - Trey Industries, Inc., business strategies, capital procurement and corporate communications; plus litigation support, re: DHA Dental and a major computer manufacturer plus Soyo Group, Inc., a distributor of computer peripheral and other consumer products (North and Latin America).

CONSUMER PRODUCTS -- including such diverse assignments as: Bell Sports (motorcycle helmets and apparel); Canada Cycle (bicycles and ice skates "CCM" brand); Cerwin-Vega (speakers - residential and automotive); Cobbler's (shoes); Fructas (beverages); Glydon's (lingerie); JT Racing (off-road apparel); Oh Boy Corporation (branded food products); and Wilshire Industries (residential fire screen and accessories); plus Zen Bakery (bakery products), Ferrell Reed (men’s shirts and neck-ties); Jaybee Manufacturing and Ajax Industries – both in  cabinetry hardware manufacturing; Crystalix (retail novelty items) and Natural Balance Pet Foods, Inc. (a processor of pet food products) plus Rocket Industries (automotive wheel covers).

DIRECT MARKETING, MULTI-LEVEL SALES -- Involvement in this sector started in 1971 with Oriflame International AB-Sweden with its entity into North America under a newly formed, affiliated business which was licensed and independently financed through an EMCO/Hanover relationship. Other client assignments have or currently included: Nanjing Potomac Beauty and Health Care Co., Ltd. (China) - a 300,00 consumer/distributor of health and body care products and female under-garments; Nutra Quest, Inc. - a U.S. distributor of food supplements; Kaire International, Inc. (Denver, CO) - a 450,000 - member field organization acting as a  U.S.  consumer/distributor of health and body care products; Potomak Worldwide Ltd., a British Virgin Islands company applying for a U.S. public trading listing; Newell Resources Trading Pte., a Singapore holding company; plus NTI Networks Sdn. Bhd., a Malaysia direct sales organization.

ELECTRONICS -- where industry assignments have ranged from companies engaged in the manufacture and distribution of component parts to technical manuals and nuclear engineering, including such companies as: Ronan Engineering Company, Inc. (manufacture and assembly of computerized measuring devices and machines primarily for the nuclear power industry); Jaco Electronics and its affiliate - Distel, Inc. (nationwide distributor of electronic compenents); Tridex International, formerly Hi-G, Incorporated (manufacturer and distributors primarily of relays); Caltrol, Inc. (parts manufacturing); Computer Magnetics Corporation (magnetic parts assembly); Information Network Systems, Inc.; Integrated Electronics, Inc.(nationwide parts distributor); Microwave General Systems Corporation (microwave signal and transmission equipment; Validyne Engineering Corporation (electronic parts assembler); and View Engineering, Inc. (electronic parts assembler).

EMPLOYMENT SYSTEMS AND OTHER RELATED SERVICES -- corporate assignments have included such companies as Snelling and Snelling (a nationwide employment services company); Alert Staffing (general base- and middle-level employee staffing); plus King Chapman Broussard & Gallagher, Inc. (executive out placement services), New Jersey Models (serving the South New Jersey market) along with The Right Man (an employment search firm) and Cahners’ Publishing - Trade Shows (stated to be one of the largest trade show companies in the United States) plus Employment Systems, Inc. (dealing in the municipal market) and Premier Staffing, Inc. (serving the fashion industry).

FOOD -- from that relative to food processing, distribution and retail, including Pacific Agricultural Services, Inc.--a grower of pistachios and jojobas; Hartwell Breweries, a Finnish bottler of specialty beers; Kibun Products International, a Japanese fish processor; Wilcour Food Products, Inc., a meat vendor to a major fast food franchiser; AB Fructas--a bottler of specialty waters along with American Seafood & Fish Co., a major seafood supplier to supermarkets; plus Westward Ho Markets (7 markets – regional) and Irvine Ranch Farmers Market (regional supermarkets). Other involvements have included: Vitafort International Corporation (food processor – bakery products); Texas Meat Packers (meat rendering and portion control) and Monfort of Colorado plus Amour & Co. (both in the meat rendering industries)--along with Food Fair International, a multi-billion dollar supermarket chain located in the mid-Atlantic states, plus Golub's Central Markets (New York State – retail grocery markets); Carl's Jr. (Nevada) -- food franchising; Oh! Boy Corporation, a branded Italian products as a food processor - selling nationally to major retailers, plus engaged in co-packing for such companies as Wolfegang Puck.

FURNITURE & HOME ACCESSORIES -- from base manufacturing in North America and Europe, to wholesale, retail plus import and export. Client relationships have included: Jaybee/Ajax Corporation (subsequently brought by AMEROCK); Fame Furniture (now part of E.B. Malone, Inc.), a manufacturer of upholstery furniture; Sklar Manufacturing, a Canadian manufacturer of middle-market furniture; Express Furniture Rental; Stor-All, Inc.--a manufacturer of filing cabinets; Wilshire Industries--an importer of fireplace equipment; Traspecialen Mobel AB, a Scandinavian manufacturer of "KD" furniture plus its U.S. license/distributor--ESI/Euro Style Interior, Inc. along with Tynes Mobelfabrik, a Norwegian manufacturer and distributor of high quality rosewood furniture; Baumritter Corporation, as its investment banker (retailer, now Ethan Allen, retail stores and furniture assembly); California Design, a manufacturer and retailer of oak, contemporary furniture; The Singer Companies French furniture manufacturing subsidiary; plus Beck Industries (W & J Sloan—West Coast retail including Judy Department Stores) and VIRCO Manufacturing, the largest U.S. manufacturer of educational furniture.

GAMING --  Assignment involvements have included: all elements of the gaming industry – from entertainment, hotels, internet gaming and the granting of State licenses, included being an advisor to the Tropicana Hotel – Las Vegas, Legends-in-Concert (on-stage entertainment), Wynn Enterprises (Las Vegas gaming hotels), International Sportman’s Club – London (casino gambling), internet gaming through several publicly-listed companies - including NTI Communications, Inc. [sporting: football] and PacificNet, Inc. [a leading provider of gaming and mobile game technology worldwide with a focus on emerging markets in Asia, Latin American and Europe], plus the initial granting and issuing of gaming licenses to Atlantic City involving Bally’s Park Place – assisting Messrs. John Best and Martin Blatt.

GOVERNMENT CONTRACTING -- EMCO/Hanover has been involved in a variety of industries, either as an online executive or a senior consultant, where the U.S. Government has been the primary customer. A cross-section of assignments have included: Pacific Architects & Engineers, Inc. (base maintenance, U.S. military bases worldwide); RMI, Inc. (U.S. Navy ship repair and maintenance); Stanwick International (dry-dock construction and naval repairs, worldwide); Zwick Energy Research Organization, Inc. (defense electronics, U.S. Air Force); Four Winds Enterprises, Inc. (freight forwarding, household goods - U.S. Military); Pioneer Systems,Inc. (parachute assembly); SFS Industries, Inc. (manufacturer, aerodynamic seals - U.S. Navy); plus Southwest Products Co. (precision ball bearing manufacturing - U.S. Navy) and EMS Development Corporation (The U.S. subsidiary of Ultra Electronics Plc, a U.K. defense contractor) to name just a few.

GRAPHIC ARTS -- (including commercial art and posters) and Printing Industries include: working with such companies as Goodway, Inc., the originator of the free-fall insert plus computerized technical manual printing and its then-affiliate, Goodway Copy Centers, Inc., both publicly held and listed on the national exchanges; Skil-Set Corporation, a typographer and graphic arts printer; Curtis Publishing Company which operated its own on-line print facility; First Marketing Corporation (now part of Wolters Kluwer), a printer/publisher of consumer newsletters for the banking industry; ICON Review, a computer mail-order retailer; plus various companies in the print media business operating their own printing facilities, i.e. the Hollywood Reporter, T.B. Butler Publishing (regional newspaper and printer) plus Serigraphics Corporation.

MEDIA AND ENTERTAINMENT -- relates to movie production and distribution, record manufacturing, video tape production, duplication and distribution, including retail sales, to SMATV and pay-television, cable-casting and newspaper publication for such companies  as:  Optical  Systems  Corporation  (pay-cable casting);  Paramount  Pictures (then acquired by Gulf & Western, Inc.); Sparrow Records (country, bible/ religious records); The Hollywood Reporter (now part of VNU); American Records (recording: Buddha Label; and record pressing); Combined Communications (an owner of various radio and television properties; later sold to Gannett Newspapers); Cerwin-Vega (assembler of high quality sound systems); Baton Broadcasting (CFTV – Toronto, Canada) in their SMATV operations; Sam Goody (retail distribution); Keel Manufacturing (record pressing); GRT Corporation (musical tape production and distribution); Integrity Entertainment (Warehouse Records – retail outlets); Chartwell Artists, Inc. (talent management);  Diamond Entertainment Corporation (video production and distribution); and On Stage Entertainment, Inc. (formerly Legends-in-Concert, Inc. – off-Broadway theatrical entertainment); plus Valcom, Inc. (television/ movie - sound stages); Warning TV (internet television); The South Jersey Radio, Inc. (owner of multiple television and radio stations, including WMGM-TV and WOND in Atlantic City, N.J.) along with Gilt Edge Productions and NW Entertainment, Inc. (dba: New Wave Entertainment) – both of which were involved in both television, movie production, post-production services and product distribution.

MEDICAL -- corporate reorganizations and medical related valuations, involving estate planning and litigation including that related to the tax court and Chapter 11/7 situations. Assignments: Community Health Facilities (retirement homes); Charter Medical Corporation (hospital ownership/ management – worldwide); Park West Medical Group (an HMO); La Habra Villa Retirement Home; Pacific Gardens Retirement Hotel; Global Medical Products Holdings Ltd. (medical products) and its various affiliated businesses; Isotrol Systems/Medi-Power Products, Inc. (medical products); Mission Dialysis, Inc.; Mission Viejo Medical Center; R & S Medical Enterprises (retail/ wholesale product distribution); Medi-Centers of America plus Safety Consultants Service, Inc./School Ten, Inc. (drug and alcoholic treatment facilities); Alcohol Abuse Hospitals, Inc. plus BioGentec Incorporated (medical consumer products) and Sunnylife Global, Inc. (hospital ownership/ management plus retail health stores)

PAPER -- from that relative to manufacturing and paper distribution. Assignments: Scott Paper Company, a manufacturer of a variety of consumer paper products; The Curtis Publishing Company, which operated it own pulp and paper mill plus a major printing plant for magazine and book publishing and distribution through its related business: Curtis Circulation Company; Goodway, Inc., regional printing facilities plus under an affiliate, a franchiser of copy centers on a national basis; Ingram Paper (now part of International Paper), a major West Coast distributor of paper products; plus Howard Paper Mills, Inc., including its affiliate--Watervliet Paper Company, Inc. (paper manufacturing mills); and Patterson Parchment Papers (printing paper manufacturing).

PRINTING -- working with such companies as Goodway, Inc., the originator of the free-fall insert plus computerized technical manual printing and its then-affiliate, Goodway Copy Centers, Inc., both publicly held and listed on the national exchanges; Skil-Set Corporation, a typographer and graphic arts printer; Curtis Publishing Company which operated its own on-line print facility; First Marketing Corporation (now part of Reed Kluwer), a printer/publisher of consumer newsletters for the banking industry; ICON Review, a computer mail-order retailer; plus various companies in the print media business operating their own printing facilities, i.e. the Hollywood Reporter, T.B. Butler Publishing plus as noted under Publishing, Serigraphics Corporation (point of sale displays and posters); The Thought Factory (specialty greeting cards); plus Serigraphics Corporation (point of sale displays and posters); and The Thought Factory (advisor: specialty greeting cards).

PUBLISHING -- involvement has ranged --from that relative to newspaper, magazine and book publishing plus distribution and visual media. Assignments:; The Curtis Publishing Company (Saturday Evening Post; Ladies Home Journal; American Home; and Holiday Magazines plus children’s books plus Jack & Jill Magazine); Curtis Circulation (book and magazine distribution – 200+ titles, nationwide); Prentice Hall (text book publishers and newsletters); Goodway, Inc. (government manuals: design and printing; today referred to as: Goodway Marketing) and its affiliate – Goodway Copy Centers (a nationwide retail copy center company); Reed International (multi-media interests); Cahners Publishing and its parent - Wolters Kluwer, N.V (publishers and distributors plus trade shows under Cahners Publishing – USA).; VNU (publishing and data research).

Other assignments included: The Exchange and Mart plus E-Z Buy/E-Z Sell Recycler, including Photo-Buys: consumer products and services newspapers; Warning Magazine (a nationwide magazine disturbed to the college market, some 15 universities); The Hollywood Reporter (a newspaper serving the entertainment industry and subsequently purchased by VNU); Combined Communications/Gannett Newspapers (multi-newspapers, outdoor billboards, TV stations); plus Entrepreneur Magazine (3 magazines), Security World Magazine (3 magazines), Drama-Logue (an entertainment industry newspaper), McDuck Distribution (magazine distributor); and Henry Ansbacher, Inc. (subsequently sold to Bankers Trust Company - New York; investment banker specializing in media transactions) along with Salem Press (specialty book/ encyclopedia publisher).

REAL ESTATE -- active as an advisor or corporate officer in the real estate industry, both domestically and internationally. A variety of involvements include: Pearson & Johnson, a prime contractor involved in the rebuilding of certain properties in Oakland, CA after its fire in the1990s; Jardine Matheson's entry into the real estate market in Japan through a joint venture (K.K. Halifax – Japan and Indonesia) with Pacific Architects and Engineers (Alaska, California and the Middle East) plus its commercial real estate affiliate – Klabin Associates; clean up and disposition of Builders Investments Group's hotel operations--some 40 properties, nationwide; Esso Europe's hotel/motel operations in the United Kingdom and on the continent, now part of The Bass Group (formerly -Crest Hotel Group, UK); Jon Douglas Realty (now Coldwell Banker); plus Century West Development and Chabad of the Valley (Los Angeles, CA).

Other involvements were: CalMark Properties, Inc. – multiple commercial real estate holdings, nationwide - including Illinois, Florida, California and Texas; Fidelity REIT – located in Florida; Glen Ivy Financial – timeshares, nationwide; and Gunn Land and Development – Australia plus China - real estate investments plus hotel ownership/ management under Shenyang Holiday Building Co. Ltd.; in addition, a major assisted-care development for the elderly  where a 12,000 Unit, 4-parcel project in Baotou has been proposed for development.

TEXTILE -- from design, manufacture and distribution to wholesale and retail. A cross section of companies includes: Scottex Corporation, a manufacturer of casual garments; MOBA, Inc., a retailer of highly contemporary clothing; J.T. Racing, a manufacturer and distributor of leisure sporting garments; a Bell Helmets, Inc. Subsidiary which manufactured soft luggage and apparel for the motorcycle industry; Laise Adzer, a regional clothing importer and fashion chain; a Pioneer Systems, Inc. Subsidiary involved in children's clothing and gifts; Beck Industries subsidiaries, including Judy's clothing stores; Incognito, a specialty ladies retail store and its affiliated ladies garment design and manufacturing operations; Glydon's, a manufacturer of ladies' lingerie and nightwear; and Fashion Fabrics, a multi-state retailer of yard-goods and notions plus SWAT-Fame, Inc. and MM Fab, Inc. (an importer of female Chinese-made products).

TRANSPORTATION -- from that relative to parts and tire distribution and resale to automotive manufacturing, importing, retail dealership, vehicle leasing and consumer financing, including several years of direct liaison for various Wallenberg interests in the United States; plus additional assignments for various companies involved in other segments of the transportation industry--from freight forwarding, line-haul to that of a senior consultant in the trucking industry, including terminal maintenance, plus bus and fire coach manufacturing. Client relationships have included: Crown Coach (bus and fire engine assembly); Saab-Scandia (car and truck manufacturer); Wilson Freight Co., Refrigerated Transport and Qualpeco Trucking (all freight forwarding/ trucking transportation companies); Jaguar Cars (car manufacturing and distribution); Newport Imports (multi-line, high-end priced car dealer; 5 franchises); Berman Leasing (truck leasing and terminal maintenance facilities, nationwide); Team Nissan (car retail dealership); Levy Auto Parts (trunk replacement parts, including acting as the Monroe Shock distributor for Canada; and Tokai Credit (retail car financing  and dealership floor-planning) along with Bikers Dream, Inc.(motorcycle assembly and retail distribution) and Maxon Industries, Inc. plus its affiliate – Berwind Industries (a manufacturer of truck lift-gates); plus F.W. Meyers & Co., Four Winds International and American Ensign (including its affiliate: Sherwood Van Lines) – all freight forwarders.

INTERNATIONAL

The EMCO/Hanover Group has been involved in all areas of international business as on-line officers and executive advisors, including having been an Executive Vice President and Board member of American Extract Company, a multi-national industrial processing and chemical company. Other various  involvements were: Electrolux, A.B., a household and medical products manufacturer; Oriflame International, a multimillion dollar manufacturer and distributor of cosmetics through the house-party method; Five key Dutch Government Boards, including The Central Bureau of Dutch Fruit and Vegetable Auctioneers as a Deputy Coordinator under Intercapita, Ltd. for the United Kingdom (including bacon, chicken and horticultural products); Jacques Berel – WR Grace & Co. (multiple restaurants and hotels – France and Spain); First National Bank of Chicago – London; The Rank Organization, television products, electronic equipment and movie production; R.B. Murray Ltd (oak barrel cooperage – liquor industries); Mark Industries (vertical lift platforms);  and Paper Products Limited, an Indian converter of specialty papers.

Other international transactions has included: Brooker Hotel Management, U.K. (hotel management); Vice Chairman - Four Winds Enterprises, an international freight forwarding operation, located in some 30 countries worldwide with six locations in the Far East plus some other 20 in Africa, Europe and South America; HIMI International, a licensee of various products in 40 countries - worldwide; Indosuez's SAGA Group's licensing with F.W. Myers & Co., Inc. for the U.S.; Hungary's Mogure and its affiliate, Ikarus, regarding its U.S. Licensing to Crown Coach International; Chief Executive Officer - FW Myers & Co., Ltd. (custom brokerage and freight forwarding: Canada and Korea, plus the United Kingdom); Gunn Land & Development, an Australian conglomerate engaged in mining, fishing and cattle ranching; advisor to a U.K. specialized seed-capital, medical venture capital fund (Transatlantic Capital); and Technical Asset Management (Computer Disposal - England) along with Saab-Scania AB (cars, airplanes and computers) plus L.M. Eriskson AB (telephone products).

See also Canada, Maquiladoras/ Mexico and China below.

CANADA

Involvements have been industry diverse: Seaway Multi-Corp. Limited & Levy Industries Limited, a diversified Canadian conglomerate – including hotels, auto parts importing/ Monroe shock absorbers; used car and truck parts); Canada Cycle Manufacturing (CCM bicycle assembly and ice-hockey equipment/ Tackleberry skates); Premium Forest Products (wooden doors and window shutter assembly); Claude Neon Ltd. (outdoor billboard signage);  Plant National Ltd. (a plastic and steel drum plus oak barrel cooperage); Foothill Foundry (steel/wire products); Irvco Resources Ltd. (oil drilling); Baltic Drilling (oil rigs); Alberta Gas Transmission (now Nova Gas Transmission); Interprovincial Steel and Pipe (steel and cement pipe manufacturing); Breithaupt Leather Company (tanning - leather products); Shaw Furniture (consumer furniture assembly); Leon Furniture (retail furniture stores - nationwide); BMI Industries (consumer household goods - importing and distribution) plus Baton Broadcasting Incorporated (local television broadcasting and SMATV, satellite television transmission  – Toronto, Canada).

CENTRAL AMERICA

Since 2005, Mr. Barren has received a number of  accolades from various Latin American Countries for his many years of service to them. First, he was honored  by  the Central American Parliament and then by the President of CENTROAMERICANA DE INVERSIONES S. DE R. L. for his 40-years of service to its member countries in aiding their trade, both imports and exports – worldwide. This was then followed by honoring Mr. Barren for his countless efforts in helping Latin Americans in North America which has resulted in the creation  or saving of employment of its people. Then Mr. Barren was given another commendation. This was from FUNHDICOL (Fundacion Hondurena Para El Desarrollo Intelectual y Colectivo) for  his many years of services in which he has assisted in many of this institution’s financial transactions which has helped in this country’s development.

MAQUILADORAS - MEXICO

EMCO/Hanover has been involved in a cross-section of assignments, involving Mexico and its Maquiladoras Program, for such companies as: Virco Industries in the sale of its Mexican manufacturing facilities; Maxon Industries, including its affiliates, in regard to what fair market value should be assigned to its various Mexican manufacturing facilities; The Mexmil Company, a U.S. based company involved in the aerospace business, whose sole manufacturing facility was in Mexicali, where it was necessary to determine a basis for built-in capital gains when transitioning from a C-Corp to S-Corp.; Infertek, Inc. - a computer software company, which was involved in consultation for the North American Free Trade Association (NAFTA) and its desire to establish new manufacturing opportunities for companies located north of the Mexican border; EDM International, the southwestern agency for Federal Express whose processing center was moved across the border from El Paso into Mexico; and Rocket Industries, Inc., a manufacturer of chrome plated automotive wheels.

CHINA

The EMCO/Hanover Group has been involved in a variety of business dealing with China since 1968 when one of its specialist was involved in Helena Rubenstein – an American cosmetic company. Since then, a cross-section of various assignments have included: the introduction of the Chinese bicycles to the North American market through the acquisition of Stelbar Manufacturing, a bicycle manufacturer, by Victoria Precision/ Canada; the sale of a steel pipe mill by Interprovincial Steel and Pipe/ Canada; real estate investments plus hotel ownership/ management under Shenyang Holiday Building Co. Ltd.; the manufacturing and direct marketing distribution plus retail shops of Chinese beauty products as the Chief Executive Officer of Nanjing Beauty & Cosmetics; and the sale of nutraceutical products plus hospital management and ownership along with the development of an assisted care living industry as the designated Chairman of Sunnylife Global’s Executive Committee; plus MM Fabrics, involving the importation and sale of various textile products into the North American market.

In 2006, Mr. Barren was presented with a Certificate of Honor from China's State-owned Supervision and Administration Commission of the People's Government of Hunan Province for his "great contribution" for establishing the first Sino-American Joint Ventured Hospital. Subsequently, he was also the keynote speaker at the 20th Annual China Industry Development Forum in Dongguan held by the China Tourist Hotels Association and received a plaque for his being an advisor to the Association. Mr. Barren, under EMCO/Hanover, has further been given an exclusive right to acquire majority control in the privatization of the first municipal, water treatment facility in China.

In 2007, Mr. Barren was presented with a second Certificate of Honor. This time, it was in recognition of his efforts in the award of the first ever granted license to build an assisted-care living community in China which will consist of some 12,000 senior citizen, housing units. Separately, he also received a Letter of Appointment as a senior consultant for the Prosperity of Baotou business and investment from the Baotou Disabled People Welfare Fund Association of The Red Cross of Baotou City, Inner Monogolia from its Chairman – Zheng Jinduo.  Concurrent with that, Mr. Barren was further appointed a senior consultant for The Association of Entrepreneur’s Friend, Baotou CPPCC by its President – Li yu ran.

* * * *

The EMCO/Hanover Group's associates have written or been featured in numerous articles (both domestically and internationally) and appeared before professional societies, including the American Management Association, conducting lectures and seminars on corporate finance, merger/acquisition plus other business-related matters. Our specialists further have been featured by major publications as "turnaround" specialists.

Associates have also authored and conducted advanced courses in CRISIS MANAGEMENT, CORPORATE VALUATION TECHNIQUES, MERGERS AND ACQUISITIONS, SENIOR EXECUTIVE MANAGEMENT: LEADERSHIP and STRATEGIES plus LITIGATION SUPPORT and CAPITAL SOURCING under the Continuing Professional Education (CPE) program of the then 32,000-member California Certified Public Accountants Foundation for Education and Research, the 35,000-member State of New York, and the 30,000-member Texas Society of Certified Public Accountants plus the American Management Association along with part-time lecturing for a number of the California Universities Graduate Studies Programs, including UCLA and USC. The EMCO/Hanover Group's specialists have further co-instructed "work-shop" courses in loan documentation plus valuation procedures for Sanwa Bank, one of the top five international banks.

SUMMARY PROFILE

THE EMCO/HANOVER GROUP

Since its inception in 1971, Group members have completed in excess of $3 billion in capital sourcing, representing more than 1,000 transactions plus over 200 business turnarounds. In addition, The EMCO/Hanover Group does Product Sourcing and Trade Financing through its Group facilities in England, Panama and Europe. Trade financing is conducted through institutional relationships maintained out of the Group's Los Angeles office. From 1984-1996, The EMCO/Hanover Group published The Management Gazette where the below were further detailed. See also List of Articles by Mr. Barren.

LITIGATION SUPPORT/BUSINESS VALUATIONS: a cross-section of twelve court cases

MERGER/ACQUISITIONS:

* Foreign Sales

* Buyer/Seller--opportunity studies

* Foreign Product Licensing

* Seller Acquisition Memoranda--including due diligence assistance

* Transaction Identification, Negotiations and Agreements

EXECUTIVE MANAGEMENT ENHANCEMENT PROGRAM(S):

CAPITAL PROCUREMENT PROGRAMS:

* Short-term Credit Restructuring (Commercial Banks)

* Long-Term and Subordinated Debt Placements (Pension Funds and Private

   Offerings)

* Convertible Debt and Equity Procurement (Private Investors and Public

   Offerings)

* Licensing, Joint Venture and/or Strategic Partnering

* IPO's Under Reverse Merger or Cross-Dividend

* Reverse mergers into ESOPs

MANAGEMENT SERVICES:

* General Management Consulting

* On-Line Management Assignments

* Special Credit/Sub-Standard Work Outs, Capital Sources

* Accredited Continual Professional Education Courses

* Executive Compensation

* Minority Shareholder Rights

* Wrongful Terminations, Employment

* Board of Directors Participation

* Capital Monitoring

* Business Turnarounds

* Investor Capital Analyses

* Assistance/Coordination with Investor Relations

Last modified: June 12, 2008

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