Customer Service Sales

MERVYN J. McCULLOCH, CPA

***** ******* ***** ***** ****: 949-***-****

Mission Viejo, California 92692 Cell 949-***-****

******@***.*** Office 310-***-****

SENIOR FINANCIAL EXECUTIVE

"Big-4" CPA/BS with over 20 years in public accounting (over 15 years as an audit partner with Deloitte

& Touche) and over 15 years as CFO of start-ups, private, through IPO and public companies. Skills

include:

Financial Management IPO International

Cost Management and Accounting SEC Reporting Investor Relations

MIS/IT Sarbanes-Oxley/SOX Team Building

Acquisitions/M&A Equity/Debt Raising Strategic Planning

PROFESSIONAL EXPERIENCE

MOTORCAR PARTS OF AMERICA, Inc (NASDAQ:MPAA) Torrance, CA 10/05 to present

Subsidiaries in Mexico, Singapore & Malaysia.

$150M sales remanufacturer of alternators and starters with over 3,000 employees.

Chief Acquisitions Officer 01/08 to present

Reported to the CEO/President. Researched potential acquisitions that fitted strategic plan, did initial due

diligence, presented to Board/ CEO for approval to proceed, negotiated Letter of Intent/Terms of

Agreement, completed all due diligence, negotiated and executed Asset Purchase Agreement/Equity

Purchase, obtained financing, Closed and competed transition and integration.

Completed three acquisitions and completed integration of two of these acquisitions

Completed initial due diligence and Letters of Intent on two new acquisitions

Completed strategic plan for moving to other segments of the remanufacturing business.

Completed an extension and carve out of a $15M acquisition line with the Company bankers.

Chief Financial Officer 10/05 to 1/2008

Supervised over 30 persons. 3 direct reports (Accounting, Treasury/Budget and MIS). Reported to

CEO/President and Board. Performed or managed all finance functions and MIS/IT. Worked closely with

CEO to refine strategies and Business Plan and to raise funds. Participated in open and closed Board

meetings. Worked with management to improve business processes with a team approach.

Completed the re-listing onto NASDAQ (from Pink Sheets).

Resolved all SEC comments on S-1, 10K's and 10Q's.

Completed PIPE raise of $40M in May 2007.

Completed move to offshore manufacture in Mexico.

Rolled out the global MRP accounting and manufacturing software to all subsidiaries worldwide.

Improved lean manufacturing cost and variance reporting to reduce material and labor costs.

Strengthened and streamlined the Finance Team by hiring new controller, assistant controller and other

key finance and accounting staff.

Shortened month end and quarter end close by over 15 days.

Successfully implemented Sarbanes-Oxley (SOX) and subsequent year's compliance procedures.

Substantially increased banking lines of credit from $25M to $40M.

Brought annual and quarterly SEC filings into compliance.

Made numerous road show presentations at investor conferences.

INSTONE LLC, Irvine, CA 11/03 to 10/05

Sports nutrition & diet products start-up company (owned by Sly Stallone)

Sales increased from $0 to $25M. Staff increased from 2 to over 10.

Chief Financial Officer/Chief Operating Officer

Reported to CEO/President and Board. Performed or managed all finance functions, MIS/IT, Legal and

Human Resources, Purchasing, Production and Customer Service. Worked closely with CEO to refine

strategies/Business Plan. Participated in open and closed Board meetings.

Raised $6 million seed money.

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Mervyn. J McCulloch

Company profitable after 12 months.

Developed and manufactured 7 products.

Sold and delivered $1.6 million with opening order with GNC within the first 6 months of operations.

Set up accounting system and hired staff.

Hired executive staff for sales and marketing.

Responsible for production, warehousing and shipping of product.

Recruited and trained customer service department.

CONSULTING

Startups, turnarounds and companies seeking equity funding.

PrimeBuy.net, a multilevel marketing company. Turnaround and sale to competitor. 2001 to 2002

Gresham Financial Services, a customer internet credit score and loan approval 2002 to 2003

software developer startup. Accounting system set up and raising equity funding.

American Spirit Team Johansson, a Cart/Indy Series race team. 2003

Acted as Chief Financial Officer for first year of operations running a full season

GENETRONICS BIOMEDICAL CORPORATION, La Jolla, CA 2000 to 2001

American & Toronto Stock Exchanges: GEB with over 100 employees.

Medical device bio-tech in FDA Phase 2 & 3 with a separate manufacturing facility for independent lab

and university research equipment.

Chief Financial Officer

Supervised over 15 people. 2 direct reports (Accounting and IT). Reported to CEO/President and Board.

Performed or managed all finance functions and MIS/IT. Worked closely with CEO to refine strategies and

Business Plan and to raise funds. Participated in open and closed Board meetings.

Raised $6 million through a Canadian POP Prospectus.

Prepared secondary offering (S-3) for successful sale of 1 million shares.

Implemented continuation of holding company from BC Canada to Delaware (S-4)

Launched new budget software for bottom up budget process. New budget in place April 1, 2001.

FAIRLIGHT INC, Hollywood, CA 1999 - 2000

Digital audio and video post production hardware & software technology company with subsidiaries in

UK, France, Germany, Australia & Japan with over 300 employees.

Executive Vice President & Group Chief Financial Officer

Supervised over 100 people. 6 direct reports (regional CFO's & GM's and IT). Reported to CEO/President

and Board. Performed or managed world wide accounting finance functions, treasury, international tax and

MIS/IT. Worked closely with CEO to refine strategies and Business Plan and to raise funds. Participated in

open and closed Board meetings.

Prepared company to take public via IPO.

Managed operations for Europe and the United States.

Migrated the Holding Company from Australia to a Delaware Corporation.

Implemented the move of Corporate Finance from Australia to Hollywood CA.

Directed acquisitions into digital radio on air and digital video editing lines of business.

GLOBAL DIAMOND RESOURCES INC (OTC: GDRS) La Jolla, CA 1996 -1999

Diamond mining company with subsidiaries in Canada, UK and South Africa with mining rights in

China, Russia and Brazil with over 200 employees.

Chief Financial Officer

Supervised over 10 people. 5 direct reports (Regional CFO's, IR and IT). Reported to CEO/President and

Board. Performed or managed all worldwide finance functions, treasury and MIS/IT. Worked closely with

CEO to refine strategies/ Business Plan and to raise funds. Participated in open and closed Board meetings.

Raised over $12 million in equity capital to fund placing of mining properties into production.

Brought company public by reverse merger and converting to SEC reporting company.

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Prepared all SEC filings.

Mervyn J McCulloch.

SANTA FE VENTURES, Rancho Bernardo, CA 1996 - 1996

High Technology Venture

Chief Operating Officer

Directed three start-up companies in the Internet E-commerce business

Completed business plans, hired personnel, acquired technology, merged three companies into one,

sold companies to venture fund and completed transition to acquiring investment bankers.

ARMOR ALL PRODUCTS CORP, (NASDAQ:ARMR) Aliso Viejo, CA 1990 -1995

$350 million sales automotive appearance chemical company with over 175 employees.

Subsidiaries in Canada UK and Germany. Joint Ventures in 56 countries.

Executive Vice President & Chief Financial Officer

Supervised over 100 employees. 4 direct reports (accounting, budget analysis, MIS, customer service).

Reported to CEO/President and Board. Performed or managed all finance functions, customer service and

MIS/IT. Worked closely with CEO to refine strategies and Business Plan and to reduce the holding

company's share of equity from 100% to below 50% Participated in open and closed Board meetings.

Worked with management to improve business processes with a team approach.

Completed strategic acquisitions to support new product categories.

Successfully completed two $200 million secondary offerings (S-3).

Developed an Investor Relations Group.

Directed Customer Fulfillment (Customer orders and deliveries).

DELOITTE & TOUCHE - Previously Deloitte Haskins & Sells 1970 -1990

Audit Partner (1984 - 1990), Orange County and San Diego, CA

National Partner in Charge (1982–1984), Johannesburg, South Africa

Immigrated to United States in 1984. US Citizen in 1991.

Audit Partner and Partner in Charge, Pretoria, South Africa

PRICEWATERHOUSECOOPERS, Montreal, Canada

Senior accountant through audit manager

KPMG PEAT MARWICK, Pretoria, South Africa

Junior accountant through senior accountant

EDUCATION

University of South Africa - Certificate in Theory of Accounting (equivalent to BS Accounting)

CPA Uniform Examination - Sells Award Winner

University of Witwatersrand Graduate Business School Executive Development Program

PROFESSONAL

Certified Public Accountant (CPA), State of California, active license

American Institute of Certified Public Accountants

Chartered Accountant (South Africa) - Passed with Honors

INDUSTRY EXPERTISE

Consumer Products Automotive Parts Hardware and Software

Manufacturing Automotive Appearance Chemicals Diet/Energy Supplements

Diamond Mining Auditing Motor Sports

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