FAQ Compass Functions Business Team Motion Picture Projects Business Plan Introduction Cope with risks Business Plan - 504 Attached Materials Bank’s Letter of Intent Executive Intent Sophisticated Investor Qualification Company Constitution Investors Corporate Participation Public Reports Associate International Industry Links Login Register Eesti keeles Deutsch Español Français Italiano Portuguese Chinese Japanese	JAY M. BEHLING, CPA Chatsworth, CA 91311 April 23, 1998 To: Jaanus Silla 1927 Prosser Avenue West Los Angeles, CA 90025 Dear Jaanus, I am pleased to enclose a copy of my resume, in accordance with your request. If you are able to find investors, I would, of course, be happy to help in any way that I can. Good luck on your efforts. Sincerely, Jay Behling Jay Behling QUALIFICATIONS: Extensive and diversified experience in all aspects of financial management. Specific expertise in the areas of: financial reporting, management information systems, tax analysis and planning, budgets and business plans, mergers and acquisitions, treasury functions, SEC reporting and human resource management. Experience also includes maintaining relations with banks, investors, vendors and customers. EXPERIENCE: Consultant -Various Assignments ��1997 -Present Designed and installed an accounting system for a newly acquired business, insuring a timely and smooth transaction. Prepared income and cash flow forecasts to be used in connection with private placement and debt financing activities. COMMUNICATIONS AND ENTERTAINMENT CORP. Chief Financial Officer ��1992 -1996 Prepared and filed registration statements with SEC for shares sold in private placements, with net proceeds over $9 mi1lion. Developed three-year operating plan and computerized financial models, completing a private placement memorandum used in raising capital. Revised the a1location formulas used in the preparation of state franchise tax returns, resulting in a reduction of tax of over $100,000. Prepared analyses of potential cash flow and profitability in connection with potential acquisitions of assets and businesses, providing a tool for informed decisions. Analyzed contractual arrangements and revised royalty reports, resulting in reductions in royalty payments of over $200,000. Advised and negotiated major aspects of credit agreements with banks, securing financing for major projects. THE GUBER-PETERS ENTERT AINMENT COMP ANY Vice President Finance ��1987 -1992 Conducted an in-depth financial review involving a potential $400 mi1lion acquisition, resulting in discovery of facts which led to abandonment of purchase. Initiated planning, acquisition and implementation of MIS systems providing timely and accurate information and improved control over assets and costs. Developed computer model for motion picture projects which tracked reports provided by distributors, uncovering inaccuracies in reporting and resulting in increased collections. Administered stock option and 401(k) savings plans, providing improved benefits to employees and enhancing Company's ability to hire and retain personnel. TURNER ENTERTAINMENT CO. (Successor to MGM/UA Entertainment Co.) Sr. Vice President Finance and Treasurer ��1985 -1987 During this period these above companies were involved in re-structuring operations including acquisitions and dispositions of business segments. The Turner organization became the ultimate successor. During the merger and acquisition phase, managed all financial matters, including SEC requirements, resulting in the raising of $1.6 billion through public offerings to finance transaction. Managed valuation of Company's assets required for purchase accounting, including appraisal of extensive film and television library. Served as member of executive management team, which evaluated sale of assets and businesses, resulting in receipt of $550 million of proceeds. Managed major down-sizing effort in financial department while successfully accelerating reporting of financial information. Developed financial strategy, reducing projected tax liability by more than $2 million over five year period. LORIMAR, INC. Vice President And Corporate Controller ��1979 –1985 Managed preparation of initial public stock offering and secondary stock and bond offerings, resulting in raising over $200 million of capital. Managed development of state-of-the-art MIS accounting system to support rapid growth and expansion, producing timely and accurate information without increasing staff levels. Assisted in structuring production joint ventures and related tax financing, and negotiated a “Safe Harbor” lease, netting over $1 million. PRlCE WATERHOUSE & CO. Audit Manager��1970-1979 General Responsibilities: Managed all aspects of audit engagements, including planning and organization of the audits, preparation of financial statements, review of tax returns, client communication, fee negotiations and billings. Taught several in-house continuing education courses. EDUCATION Weber State University -B.S. Degree in Accounting, ��1970 Certified Public Accountant - California Here you will find all of the members of the team.

JAY M. BEHLING, CPA

Chatsworth, CA 91311

April 23, 1998

To: Jaanus Silla 1927 Prosser Avenue West Los Angeles, CA 90025

Dear Jaanus,

I am pleased to enclose a copy of my resume, in accordance with your request.

If you are able to find investors, I would, of course, be happy to help in any way that I can.

Good luck on your efforts.

Sincerely,

Jay Behling

QUALIFICATIONS:
Extensive and diversified experience in all aspects of financial management. Specific expertise in the areas of: financial reporting, management information systems, tax analysis and planning, budgets and business plans, mergers and acquisitions, treasury functions, SEC reporting and
human resource management. Experience also includes maintaining relations with banks, investors, vendors and customers.

EXPERIENCE:
Consultant -Various Assignments ��1997 -Present

Designed and installed an accounting system for a newly acquired business, insuring a timely and smooth transaction.

Prepared income and cash flow forecasts to be used in connection with private placement and debt financing activities.

COMMUNICATIONS AND ENTERTAINMENT CORP.
Chief Financial Officer ��1992 -1996

Prepared and filed registration statements with SEC for shares sold in private placements, with net proceeds over $9 mi1lion.

Developed three-year operating plan and computerized financial models, completing a private placement memorandum used in raising capital.

Revised the a1location formulas used in the preparation of state franchise tax returns, resulting in a reduction of tax of over $100,000.

Prepared analyses of potential cash flow and profitability in connection with potential acquisitions of assets and businesses, providing a tool for informed decisions.

Analyzed contractual arrangements and revised royalty reports, resulting in reductions in royalty payments of over $200,000.

Advised and negotiated major aspects of credit agreements with banks, securing financing for major projects.

THE GUBER-PETERS ENTERT AINMENT COMP ANY
Vice President Finance ��1987 -1992

Conducted an in-depth financial review involving a potential $400 mi1lion acquisition, resulting in discovery of facts which led to abandonment of purchase.

Initiated planning, acquisition and implementation of MIS systems providing timely and accurate information and improved control over assets and costs.

Developed computer model for motion picture projects which tracked reports provided by distributors, uncovering inaccuracies in reporting and resulting in increased collections.

Administered stock option and 401(k) savings plans, providing improved benefits to employees and enhancing Company's ability to hire and retain personnel.

TURNER ENTERTAINMENT CO. (Successor to MGM/UA Entertainment Co.)
Sr. Vice President Finance and Treasurer ��1985 -1987

During this period these above companies were involved in re-structuring operations including acquisitions and dispositions of business segments. The Turner organization became the ultimate successor.

During the merger and acquisition phase, managed all financial matters, including SEC requirements, resulting in the raising of $1.6 billion through public offerings to finance transaction.

Managed valuation of Company's assets required for purchase accounting, including appraisal of extensive film and television library.

Served as member of executive management team, which evaluated sale of assets and businesses, resulting in receipt of $550 million of proceeds.

Managed major down-sizing effort in financial department while successfully accelerating reporting of financial information.

Developed financial strategy, reducing projected tax liability by more than $2 million over five year period.

LORIMAR, INC.
Vice President And Corporate Controller ��1979 –1985
Managed preparation of initial public stock offering and secondary stock and bond offerings, resulting in raising over $200 million of capital.

Managed development of state-of-the-art MIS accounting system to support rapid growth and expansion, producing timely and accurate information without increasing staff levels.

Assisted in structuring production joint ventures and related tax financing, and negotiated a “Safe Harbor” lease, netting over $1 million.

PRlCE WATERHOUSE & CO.
Audit Manager��1970-1979
General Responsibilities: Managed all aspects of audit engagements, including planning and organization of the audits, preparation of financial statements, review of tax returns, client communication, fee negotiations and billings. Taught several in-house continuing education courses.

EDUCATION
Weber State University -B.S. Degree in Accounting, ��1970
Certified Public Accountant - California

Here you will find all of the members of the team.