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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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UNITED STATES WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Date of report (Date of earliest event reported): December 17, 2009 MMR INFORMATION SYSTEMS, INC. DELAWARE 000-51134 33-0892797 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer 468 NORTH CAMDEN DRIVE, 2nd FLOOR 90210 (Address of Principal Executive Offices) (Zip Code)
SECURITIES AND EXCHANGE COMMISSION
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Exact Name of Registrant as Specified in Charter)
of Incorporation)
Identification No.)
BEVERLY HILLS, CA
(310) 476-7002
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant.
This Form 8-K/A is being filed to provide certain required disclosures for Item 4.01 (which were previously omitted in the Current Report on Form 8-K filed on December 23, 2009) in connection with the dismissal by MMR Information Systems, Inc. (the "Company") related to the dismissal by the Company of SingerLewak LLP ("Singer") as the Company's independent registered public accounting firm.
On December 22, 2009, the Company selected Rose, Snyder & Jacobs ("Rose Snyder") as the Company's new independent registered public accounting firm for the Company. The engagement of Rose Snyder was approved by the Audit Committee of the Board of Directors of the Company (the "Audit Committee") and subsequently ratified by the Board. During the Company's fiscal years ended December 31, 2008 and December 31, 2007 and through December 18, 2009, the Company did not consult with Rose Snyder regarding any of the matters or events set forth in Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K.
Also on December 22, 2009, the Company dismissed Singer as the Company's independent registered public accounting firm. Singer has been the Company's independent registered public accounting firm since January 27, 2009, which included the audit for the fiscal year ending December 31, 2008. The dismissal of Singer was approved by the Audit Committee and subsequently ratified by the Board.
As the Company has previously reported in its filings with the SEC, in connection with the audit for the year ended December 31, 2008, Singer identified the following deficiencies in the Company's internal control over financial reporting that were considered to be material weaknesses (the "Deficiencies"):
Corrective actions for each of these Deficiencies are more fully disclosed in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009, filed on November 16, 2009.
The Audit Committee discussed each of the Deficiencies with Singer, and the Audit Committee has further authorized Singer to respond fully to any inquiries made by Rose Snyder concerning the subject matter of the Deficiencies. None of the Deficiencies resulted in a disagreement between the Company and Singer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Singer, would have caused Singer to make reference to the subject matter of the disagreement in their reports on the financial statements for such years
Furthermore, during the fiscal year ended December 31, 2008, and in the subsequent interim periods ending September 30, 2009 and through December 22, 2009, there were no disagreements between the Company and Singer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Singer, would have caused Singer to make reference to the subject matter of the disagreement in their reports on the financial statements for such years. Also during the fiscal year ended December 31, 2008, Singer's audit report, which included an emphasis paragraph on relating to an uncertainty as to the Company's ability to continue as a going concern, on the financial statements for the fiscal year did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company provided Singer with a copy of this Amended Current Report on Form 8-K/A prior to its filing with the Commission and requested that Singer furnish a letter addressed to the Securities and Exchange Commission stating whether Singer agrees with the statements made by the Company in response to this item 4.01 and set forth above (the "Letter"). A copy of the Letter, dated January 5, 2010, from Singer to the Commission is attached as Exhibit 16.1 to this Amended Current Report on Form 8-K/A.
A copy of the original press release announcing the dismissal of Singer and the selection of Rose Snyder as the Company's independent registered public accounting firm is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description |
16.1 |
Letter re: Change in Certifying Accountant. |
99.1 |
MMR Information Systems, Inc. press release, dated December 23, 2009. |
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
EXHIBIT INDEX Exhibit Number Description 16.1 99.1
MMR Information Systems, Inc. press release, dated December 23, 2009.
Also provided in PDF format as a courtesy.
January 5, 2010
MMR INFORMATION SYSTEMS, INC.
By: /s/ ROBERT H. LORSCH
Name: Robert H. Lorsch
Title: Chairman, President and Chief Executive Officer
EXHIBIT 16.1
January 5, 2010
Securities and Exchange Commission
Washington, D.C. 20549
Commissioners:
We have read MMR Information Systems, Inc.'s statements included under Item 4.01 of its Form 8-K/A (Amendment No. 1) filed on January 5, 2010 and we agree with such statements concerning our firm.
/s/ SingerLewak LLP
SingerLewak LLP
EXHIBIT 99.1
FOR IMMEDIATE RELEASE |
CONTACT: |
Bobbie Volman |
MyMedicalRecords, Inc. |
||
(310) 476-7002, Ext. 2005 |
||
bvolman@mmrmail.com |
||
|
CONTACT: |
Michael Selsman |
Public Communications Co. |
||
(310) 553-5732 |
||
ms@publiccommunications.biz |
MMR INFORMATION SYSTEMS
APPOINTS NEW CHIEF FINANCIAL OFFICER AND
EXECUTIVE VICE PRESIDENT OF TECHNOLOGY & PRODUCT
DEVELOPMENT
Los Angeles, CA (December 23, 2009) - MMR Information Systems, Inc. (MMRF.OB) (the "Company"), which through its wholly-owned operating subsidiary, MyMedicalRecords, Inc. (jointly with the Company, "MMR") provides consumer-controlled Personal Health Records ("PHRs") (
www.mymedicalrecords.com) and electronic safe deposit box storage solutions (www.myesafedepositbox.comSafranek, age 36, has been a Certified Public Accountant in California since 2006. She worked for Deloitte & Touche from 2002 to 2006, where she was part of the audit teams for large and small, private and public clients such as Computer Sciences Corporation, Infonet (later acquired by British Telecom), Candle! Corporation (later acquired by IBM), Primedia, Inc., Gold Circle Entertainment, and the Performing Arts Center, among others. Safranek's focus was on the technology, media and entertainment industries. She is also the owner of Goldstein Enterprises, a management consulting firm that has served numerous clients by providing them with business practices analyses and software application development in order to streamline day-to-day operations and maximize efficiency. Among her past and current clients as owner of Goldstein Enterprises are Nestle USA, Warner Bros. Studios and RJR Fashion Fabrics. Safranek received a B.A. in Business Economics with a minor in Accounting from UCLA.
Naj Allana, who has served as the Company's Chief Financial Officer and Chief Technology Officer since its inception, will now serve as the Company's Executive Vice President, Technology and Product Development.
Because of the Company's expanding product line and opportunities internationally, Allana will now focus exclusively on the growing technology needs of the Company, including the launch of the new user interface for the MyMedicalRecords.com personal health record and the commercial release of MMRPro and its related MMR Patient View portal.
"This is a wonderful opportunity for MMR. The Company is able to intelligently expand its management team without an interruption of day-to-day operations. Even though Naj is already transitioning into his new role, his continued presence as a member of the Company's management team will help streamline the transition process for Ingrid as the new CFO. I have known Ingrid for 18 years and I am pleased to have her enthusiasm and work ethic as a part of the Company's future," said Robert H. Lorsch, Chairman and CEO of MMR Information Systems, Inc.
- more -
2-2/2-2
On December 22, 2009, the Audit Committee approved and the Board ratified the selection of Rose, Snyder & Jacobs ("RSJ") as the Company's independent registered public accounting firm. RSJ replaces the Company's previous independent auditors, SingerLewak LLP ("Singer"). The Audit Committee also approved and ratified the termination of the Company's relationship with Singer.
Upon the appointment, RSJ is expected to be working with Singer to ensure a seamless transition. During the fiscal years ended December 31, 2008, and December 31, 2007, respectively, and in the subsequent interim periods ending September 30, 2009 and December 22, 2009, there were no disagreements between the Company and Singer on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Singer, would have caused Singer to make reference to the subject matter of the disagreement in their reports on the financial statements for such years.
About MMR Information Systems, Inc.
MMR Information Systems, Inc. (MMRF.OB), through its wholly-owned operating subsidiary, MyMedicalRecords, Inc. ("MMR"), provides secure and easy-to-use online Personal Health Records ("PHRs") and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, unions and professional organizations and affinity groups. MyMedicalRecords enables individuals and families to access their medical records and other important documents, such as birth certificates, passports, insurance policies and wills anytime from anywhere using the Internet. The MyMedicalRecords Personal Health Record is built on proprietary, patented technologies to allow documents, images and voicemail messages to be transmitted and stored in the system using a variety of methods, including fax, phone, or file upload without relying on any specific electronic medical record platform to populate a user's account. The Company's professional offering, MMRPro, is designed to give physicians' offices an easy and cost-effective solution to digitizing paper-based medical records and sharing them with patients in real time. MMR is an Independent Software Vendor Partner with Kodak to deliver an integrated turnkey EMR solution for small to mid-size physician practices. MMR clients include AFL-CIO, Alexian Brothers Hospital Network, Coverdell, LegalZoom, The Latino Coalition, MedicAlert, NRA, Qvisory, XN Financial and others. MMR is also an integrated service provider on Google Health. To learn more about MMR Information Systems, Inc. visit
www.mmrinformationsystems.com.###
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