Accounting Consultant

August Galaraga, CPA, CMA

Senior Corporate Consultant

Results oriented Corporate Consultant with numerous years of domestic and International exposures in

finance, accounting and tax. Dedicated Chief Financial Officer and management consultant, highly

regarded by senior executives as a key advisor, creative problem solver, and results driven financial

professional. Demonstrated turn-around and crisis management, with proven ability to “right-size”

operations, improve Profit and Loss scenario and implement crucial change initiatives while

simultaneously winning employee and creditor loyalty and trust. Skilled negotiator and relationship

builder, able to secure favorable terms and guide teams through complex dealings backed by solid

credentials – experience with BIG 4 accounting/consulting firm.

Areas of Expertise

Strategic and Financial Planning Operational Accounting and Close

Turnaround and Crisis Management Management and Statutory Reporting

Budget and Planning International Finance and GAAP

Stock-based Compensation/FAS123R Capital Allocation and Budgeting

SEC Reporting and Disclosures Cost and Manufacturing Accounting

Earnings Calls and Presentations Systems Implementation and Design

SOX Compliance and Controls Mergers and Acquisitions

Business Valuations Tax Planning

Professional Experience

Professional Consultant Since May 2005 – Present

Clients include:

Nanometrics, Inc. (ticker symbol NANO)

Consultant, SEC, SOX, FAS123(R), General and Cost Accounting (December 2008 – August 2010)

• Brought back to stabilize Accounting and Reporting for the new CFO.

• Did the transition of tax provision from FIN 48 to FIN 18.

• Duties similar to prior project (below)

Micrel Incorporated

Consultant, SEC Reporting (Oct 2008 – Nov 2008)

Micrel,(Semiconductor) Incorporated, engages in the design, development, manufacture, and marketing

of high-performance analog power integrated circuits (ICs), mixed-signal, and digital ICs. It has

operations in North America, Europe, and Asia.

• Spearheaded the Financial Reporting focused on timely filing of the 10-Q, Press Release and

Earnings Call;

• Reviewed and tested the validity of segmented reports for completion of the 10-Q supporting all

the data needed in the completion of 10-Q;

• Drafted the 10-Q and worked with Price Waterhouse Coopers LLC on the final release of the

report, supported data and statements made on the 10-Q;

• Sat-down and discussed with legal counsel on matters dealing with Company legal issues to be

incorporated with the 10-Q;

• Prepared scrip for the earnings call and worked with the acting Chief Financial Officer and Senior

Executive Vice-President of Finance incorporating some of his thoughts about the earnings call

scrip;

• Reviewed scrip and “Press Release” with the Board of Directors- Audit Committee and the Chief

Executive Officer and President;

• Filed 10-Q with Security and Exchange Commission with the use of Internal Software; at the

same time filed electronic financial disclosures for the 10-Q.

• Prepared forecast for year-end and extending to the first quarter of the coming fiscal year. Worked

with sales and marketing to be more dynamic in the forecasting of results for the year and

covering all the variable expenses as committed by the marketing group;

• Updated analyst slides via use of PowerPoint and Excel for the Chief Financial Officer meetings

with the market analysts.

Colorep, Inc.

Consultant, M&A, SEC and SOX (Jun 2008 – Oct 2008)

A private company engaged in the sustainable printing and dying technology encompassing unrivaled

quality, value and accessibility while helping to sustain the planet.

• Spearheaded the integration of the acquired entity, including the production of the Notes and

Disclosures of the Audited Financial Statements for the year ended December 28, 2007;

• Wrote policies and procedures entailing revenue recognition, fixed asset capitalization and

operating expenses budgetary rules and constraints;

• Prepared supports for tax provision for the acquired entity and review with the tax auditor;

• Converted the Canadian GAAP to US GAAP for the acquirer in the Merger (Reverse Merger)

prior to consolidation of financial results with the survivor (Colorep);

• Prepared the Notes and Disclosures for the Audited Financial Statements for the survivor entity

for the last three (3) fiscal years;

• Analyzed warrant transactions and impact to the equity of the Company, analyzed the expense

portion of the “Stock-Based Compensation’ FAS 123(R), impact to tax provision and compiled

assumptions in the calculation of the provision for FAS 123(R);

• Prepared Recently Accounting Disclosures and US GAAP checklists for the acquired entity and

the survivor Company;

• Spearheading the filing of the F-4 (reverse merger for Foreign Public Company, discuss with

external auditors and corporate attorneys;

• Reviewed and presented the requirements of SOX to the Company’s Chief Financial Officer,

staffing requirements and helped in the interview and sourcing of future accounting employees.

• Helped the Chief Financial Officer comply with bank requirements and financial reporting

packages.

Capital Corp of the West - Bank of Merced (ticker symbol was CCOW – Company went bankrupt)

Consultant, SEC, SOX Consultant (May 2008 – Jun 2008)

A public company operating Bank of Merced and serving the Central Valley communities in the lending of

mortgages, construction loans, small professional practice and farming loans and constructions

• Prepared the 10-Q for the first quarter of 2008, discussed with company auditors in the course of

review of the earnings and press releases;

• Prepared master file for 10-Q reports to properly document supports and a standard processes in

the reporting of the quarterly earnings, systems of check and balances tying in with the

disclosures checklist and financial supports original sources;

• Spearheaded the evaluation of loan loss provisions and documented the processes at the same

wrote the controls for Sarbanes Oxley process and eventual testing;

• Sat down in meetings with the Board of Directors to discuss the financial statements, the loan loss

provisions and different review processes in coming up with the provisions;

• Researched on-line with other financial institutions methodology in the formulation of loan loss

provisions and principles already established in-house.

Synosia Therapeutics, Inc.

Consultant – Technical Accounting (Jan 2008 – May 2008)

A company developing and intends to commercialize innovative products for unmet needs in psychiatry

and neurology.

• Prepared financial statements for audit for three entities, consolidated same and composed all the

footnotes for each entity statutory reports and the consolidated statements;

• Fair value measurement – FAS123(R) and modification of stock options fair value re-

measurement at the time of modification;

• FIN 28 measurement for consultants of the company with various milestones and trigger points

for vesting;

• Restructuring accounting based on the alignment that the company did in line with the

preparation for “Initial Public Offering” in the Swiss Exchange;

• Equity accounting, established policies and procedures to support the underlying principles used

in the preparation of consolidated statements and statutory financial reports;

• Evaluated total enterprise software for global application and spearheaded the implementation of

same;

• Prepared Company-wide budget for fiscal year 2008 and extending the forecast to year 2010;

• Tutored and guided auditors for best practices in order that they will be able to complete audit of

the company;

• Set -up chart of accounts and established accounting principles on inter-company clearing, billing

and settlement of accounts.

• Calculated the corporate tax provision for the audited financial statements.

Nanometrics, Inc. (ticker symbol NANO)

Consultant, SEC, SOX, FAS123(R) (Jul – Aug 2007 & Oct – Dec 2007)

A leader in the design, manufacture and marketing of high-performance process control metrology

systems used in semiconductor manufacturing. Nanometrics standalone and integrated metrology systems

measure various thin film properties, critical dimensions, overlay control and optical, electrical and

material properties, including the structural composition of silicon and compound semiconductor

devices, during various steps of the manufacturing process .

• In-charged in the drafting of the Proxy and 10-Qs (two quarters);

• Reported to the Chief-Financial Officer of Nanometrics, briefed and drafted earnings calls,

prepared the supports and tables;

• Worked with third party service provider on Equity Edge regarding production of FAS123(R)

reports, special cases resolutions and proper accounting treatment;

• Build supports and files in conjunction with the completed 10-Q, at the same time worked with

Company auditors - BDO, Seidman, LLC, in the review and final release of the 10-Q and

earnings release;

• Ascertained files built are in accordance with the internal controls deemed by SOX 404 of the

Company (100% compliant for the last 2 quarters and no known deficiency and weaknesses);

• Worked with company controller and designate in the completion of PBC for the quarter. Was in

charge in the completion and reconciliation of equity accounts.

Additional Projects:

Wherify Wireless, Inc. (ticker symbol WFY.OCB)

Consultant: SEC Filings, FAS123(R) (Sep – Oct 2007)

XLNT (Pet DRX) Veterinary Care, Inc. – Echo Healthcare Acquisition

Consultant - Filing of S-4 reverse merger (May – Jul 2007)

VNUS Medical Technologies, Inc. (ticker symbol VNUS)

Consultant Internal Auditor of SEC (Mar – Apr 2007)

StarVox Communications, Inc.

Consultant, SEC Lead (Feb – Mar 2007)

MySQL.com, Inc.

Consultant, Initial Public Offering Lead (Feb 2007)

Postini, Inc. (A Google, Inc. Company)

Consultant, Initial Public Offering Lead (Nov 2006 – Jan 2007)

Avanex Corporation (ticker symbol AVNX)

Consultant, SOX Consultant, Interim Dir of SEC & External Financial Reporting (Jun – Oct 2006)

Selectica, Inc. (ticker symbol SLTC)

Consultant, SOX, Interim Director of SEC & External Financial Reporting (Mar – Jun 2006)

JDS Uniphase Corporation

Consultant, Financial Consultant – M&A (Jan – Feb 2006)

Net Continuum, Inc.

Chief Financial Officer and VP of Administration (Sep – Dec 2005)

Rigel Pharmaceuticals, Inc.

Financial Consultant (May – Aug 2005)

Jefferson Wells International Jul 2004 – Apr

2005

Engagement Manager/ Staff Professional

Professional Consultant 2000 –

2004

Perfect Commerce, Inc. (formerly Perfect.com, Inc.) 1999 –

2000

Chief Financial Officer

Prior Experience:

• VP Finance - Weddel Limited

• Controller - Dominion Sample Limited/Dominion Sample, Inc.

• Cost and Senior Accounting Manager/Director of International Accounting - Rolls-Royce Limited

• Accounting Supervisor - Innotech Aviation Ent. Ltd.

• Audit & Consulting - PricewaterhouseCoopers, LLP (Cunanan and Associates - CPA’s,

Philippines)

Education & Certifications

• MBA, Certificate of Chartered Management Accountancy, Mc Gill University, Montreal, Canada

• BSBA, Accounting (Cum Laude) University of the East, Manila, Philippines

• Certified Public Accountant (Inactive), New York, Delaware

• Member AICPA

• Chartered Management Accountant, Quebec, Canada

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