PROFESSIONALS
CORPORATE COUNSEL
Gary J. McCarthy, Esq.
Mr. McCarthy is recognized as one of the leaders in the tax, business and the estate planning and wealth preservation bar. For nearly 30 years he has advised business and individual clients on successful strategies to preserve and protect wealth, capital and assets. His advice and innovative approach to structuring domestic and international acquisitions and business formations have resulted in numerous successful transactions for his clients, as well as substantial tax savings. Mr. McCarthy’s practice includes counseling clients on the organization and structure of their business and real estate affairs, mergers, acquisitions and sales, and resolution of business disputes and controversies.
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He has been instrumental in working through differences that could have ended in costly and protracted litigation. He has been involved in complex estate planning and administration matters, real estate matters, tax issues and in some instances, family and business differences and disputes. In addition, he has assisted a number of clients to successfully resolve and work through periods of financial hardships, including negotiating on their behalf with lenders and creditors. A summa cum laude graduate of Villanova University, Mr. McCarthy received his law degree from Temple University and his Master of Laws in Taxation from New York University School of Law. Prior to starting his law career, Mr. McCarthy served as a tax specialist in the Tax Department of Arthur Andersen. Read Less
CORPORATE COUNSEL
Rachel Weidler, Esq.
Ms. Weidler earned her juris doctorate from the Rutgers University School of Law – Camden in May 2007 where she received the American Bankruptcy Institute Medal of Excellence. While at Rutgers, Ms. Weidler was the Associate Notes Editor of the Rutgers Journal of Law and Religion and a member of a prestigious international arbitration moot court team that competed on the international level. Ms. Weidler received her B.A. in International Relations from Brigham Young University. She began her career as a paralegal with several years of corporate and bankruptcy experience at law firms in Detroit, Michigan, New York City, and Budapest, Hungary. Ms. Weidler specializes in the areas of business and commercial law and taxation.
SEC COUNSEL AND REAL ESTATE TRUST OPERATIONS.
Robert L.B. D
iener, Esq.
Mr. Diener has over 40 years of experience as an attorney, senior corporate executive, counsel and advisor. While Mr. Diener has experience across a broad range of industries, his emphasis has been in health care, real estate, biotechnology, medical devices, banking and finance and information technology. The focus of his legal practice is corporate and securities law, mergers and acquisitions, finance and real estate. In addition to the practice of law, he has a strong background and experience in governance, accounting and finance and strategic planning.
In nearly 50 transactions, he has been responsible for over $3.0 billion in acquisitions and has been involved in raising over $2.0 billion in a wide variety of domestic and international corporate finance transactions. In the course of these activities, he has worked closely with the investment banking community, institutional investors, venture capitalists, research analysts, investor relations firms, rating agencies, New York Stock Exchange, NASDAQ, FINRA, OTC, SEC, DTCC and various state regulatory agencies. Mr. Diener has provided substantial expertise as an advisor to start-up through mid-stage companies to prepare them to access the capital markets.
Mr. Diener currently serves as counsel to a number of investors, public and private companies and companies which are focused on formation or acquisition of public companies in the United States. His experience runs the full gamut from corporate finance, mergers and acquisitions, investment activities, corporate governance, state and federal securities law compliance and major contract negotiations.
During his career, Mr. Diener has served as President, CEO and a member of the board of American Health Properties, Inc. (NYSE), one of the largest real estate investment trusts in the country (now part of HCP, Inc. with over $15 billion in assets); a senior executive of American Medical International, Inc. (NYSE), one of the country’s largest health care services providers; Chairman of the Board and CEO of a publicly traded (NASDAQ) telecommunications company and a partner in a boutique investment banking group. He also has extensive experience in international business, having had direct responsibility for transactions in the United Kingdom, Spain, Germany, Switzerland, Greece, Egypt, Singapore, Australia, Israel, Hong Kong, Japan, Korea, Malaysia, Mexico, Brazil, Venezuela and Ecuador
Mr. Diener has served as a member or advisor to the boards of many public and private companies, including over 20 individual for-profit and not-for-profit hospitals and health care facilities. He has previously served as a director of the Federation of American Hospital Systems and the National Association of Real Estate Investment Trusts. He is currently a director of Prime Healthcare Services, Inc., which operates over 40 hospitals nationwide. He has lectured frequently in the field of health care finance.
Mr. Diener has been an active member of the State Bar of California since 1973. He received a Bachelor of Arts degree in Social Sciences and Communications from the University of Southern California in 1969 and a Juris Doctor degree (Magna Cum Laude) from the University of Santa Clara School of Law in 1973, where he was the Business Editor of the Law Review. He has a strong working knowledge of U.S. generally accepted accounting principles (GAAP) and speaks conversational Spanish, French and Italian. Mr. Diener served in the United States Marine Corps from 1969 through 1975.
SEC COUNSEL AND CORPORATE AUDITOR.
Louis V. Esposito, CPA.
Partner of Morison Cogen, LLP.
Louis Esposito, CPA, has been serving businesses in the Philadelphia area since beginning his career in 1990. Prior to joining Morison Cogen LLP in 1994, he worked with a regional CPA and consulting firm. Morison Cogen LLP is a full-service certified public accounting, tax, and business consulting firm serving private and public companies, not-for-profit organizations, and the personal accounting needs of individuals in the U.S. and around the world.
Member of the American Institute of CPAs (AICPA) and the Pennsylvania Institute of CPAs (PICPA), AICPA’s Private Companies Practice Section and registered with the Public Company Accounting Oversight Board (PCAOB).
Mr. Esposito is the Chair of the firm’s SEC & International Practice Group and a partner in the firm’s Accounting and Audit Services Group. He advises a diverse client base of public, as well as private, companies located in the United States and abroad, with a concentration on Asian companies listed on the U.S. stock exchanges. Because of his global expertise, Mr. Esposito acts as the firm’s liaison for Morison KSi Limited. He also has extensive experience in Securities and Exchange Commission financial reporting, and is well-versed in the area of mergers and acquisitions, including reverse mergers.
A graduate of Villanova University, Mr. Esposito holds a bachelor’s degree in accounting. His professional associations include the Pennsylvania Institute of Certified Public Accountants and American Institute of Certified Public Accountants.
CORPORATE ACCOUNTANT
Scott McPherson, CPA.
Mr. McPherson is serving as the Chief Financial Officer of Virtual Piggy, Inc., since July 2015. He had served as the Chief Financial Officer of Virtual Piggy, Inc., from August 2010 through November 2012. After November 2012, Mr. McPherson was responsible for the internal Sarbanes Oxley compliance, the preparation of the corporate income tax return, as well as aspects of the financial reporting including the quarterly and annual financial statements, XBRL analysis, the foreign translation adjustments for the London operation and option valuations. Virtual Piggy, Inc. is a public company that has increased market interest towards the security aspects of online gaming and social networking and has focused its efforts towards delivering a platform technology designed to manage the under 18 age group’s online experience in a secure manner.
Mr. McPherson served as the Chief Executive Officer of Cannlabs from April 2015 to July 2015 and as the Chief Financial Officer of CannLabs, Inc. from June 2014 to July 2015. CannLabs, Inc. is a public, science based solutions company based in Denver, Colorado that provides testing, consulting and technology services to the Cannabis industry.
Mr. McPherson is serving as the Chief Financial Officer of VerifyMe, Inc. (formerly LaserLock Technologies, Inc.) since December 2014, and served as the Chief Financial Officer of VerifyMe, Inc. from December 2012 to October 2013. VerifyMe is a public company that provides state-of-the-art authentication solutions to governments, health care providers, high-end retailers and the gaming industry.
Mr. McPherson formed McPherson, CPA, PLLC in January 2005, which he continues to manage today. The firm performs accounting and tax services for numerous clients in various industries. The firm also performs litigation support services, primarily involving class action lawsuits and other lawsuits involving accounting malpractice or manipulation. The firm is currently working with several small public companies preparing them for compliance with the Sarbanes-Oxley Act, that may be implemented and apply to them in the future. All of these services are conducted under the direction of Mr. McPherson.
Prior to the formation of McPherson, CPA, PLLC, Mr. McPherson was a partner in the SEC, Merger and Acquisition and Co-Chairman of the Litigation Support departments of a regional certified public accounting firm. This experience included international operations of numerous companies. Mr. McPherson provided expert witness testimony and prepared expert reports relative to accounting and auditing and other issues for various law firms.
In 2004, Mr. McPherson received his Certified Valuation Analyst (“CVA”) certification. This certification requires 40 hours of in class participation followed by an examination. Once the examination has been completed, the candidate must prepare a sample valuation that is graded by other CVA’s. Since attaining this certification, Mr. McPherson has performed numerous business valuations for different purposes.
In 1999, Mr. McPherson received his Certified Fraud Examiner (“CFE”) certification. This certification required approximately 60 hours of preparation followed by an examination. Mr. McPherson has used this experience to uncover fraud and provide expert reports relative to fraudulent activities.
From 1995 to 1997, Mr. McPherson was the Chief Financial Officer for TriMedia Entertainment Group (formerly Sigma Alpha Group, Ltd. (“Sigma Alpha”)). Sigma Alpha was developing a digital pager utilizing radio frequencies that was designed to be utilized primarily in China and South America.
From 1983 to 1995, Mr. McPherson held various positions from staff accountant to manager with local and regional certified public accounting firms. One of his first assignments was to provide assistance to the internal audit department of a Philadelphia based food service conglomerate.
Mr. McPherson received his Certified Public Accounting license in Pennsylvania in 1986 and in Florida in 1993. Mr. McPherson graduated from Clarkson University in 1983 with a Bachelor of Science in Accounting and Law.