0001171520-11-000450.txt : 20110615 0001171520-11-000450.hdr.sgml : 20110615 20110615144300 ACCESSION NUMBER: 0001171520-11-000450 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110608 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMACARE CORP /CA/ CENTRAL INDEX KEY: 0000801748 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 953280412 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15223 FILM NUMBER: 11912781 BUSINESS ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 BUSINESS PHONE: 818-226-1968 MAIL ADDRESS: STREET 1: 15350 SHERMAN WAY STREET 2: SUITE 350 CITY: VAN NUYS STATE: CA ZIP: 91406 8-K/A 1 eps4261.htm HEMACARE CORPORATION

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported): June 8, 2011

HEMACARE CORPORATION

(Exact name of registrant as specified in its charter)

California 000-15223 95-3280412
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 

15350 Sherman Way, Suite 350, Van Nuys, CA 91406

(Address of principal executive offices) (Zip Code)

 

(818) 226-1968

(Registrant’s telephone number, including area code)

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:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Explanatory Note

The Company previously filed on June 14, 2011, a Current Report on Form 8-K (the “Initial Filing”) disclosing a change in its certifying accountant. This Form 8-K/A is being filed to modify the prior disclosure in Item 4.01 and to include a letter of Marcum LLP filed with this Form 8-K/A as Exhibit 16.1.

Item 4.01     Changes in Registrant’s Certifying Accountant

Effective June 8, 2011, the Board of Directors of Hemacare Corporation (the “Company”), upon the recommendation of the Audit Committee of the Board of Directors, dismissed Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm and approved the engagement of SingerLewak LLP (“SingerLewak”) as the Company’s new independent registered public accounting firm.

Marcum served as the Company’s independent registered public accounting firm since October 1, 2010, when Marcum combined its practice with Stonefield Josephson, Inc., which was then serving as the Company’s independent registered public accounting firm.

The audit report of Marcum on the financial statements of the Company as of and for the fiscal year ended  December 31, 2010 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. Marcum did not provide an audit report on the financial statements of the Company as of and for the fiscal year ended  December 31, 2009.

In connection with the audit of the Company’s financial statements for the fiscal year ended December 31, 2010 and through June 8, 2011, there were: (i) no disagreements between the Company and Marcum on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreement in its report on the Company’s financial statements for such fiscal year, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years ended December 31, 2010 and 2009 and through June 8, 2011, except as set forth below, the Company did not consult with SingerLewak on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and SingerLewak did not provide either a written report or oral advice to the Company that SingerLewak concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. For the fiscal years ended December 31, 2010 and 2009, SingerLewak assisted the Company in preparing its tax provision and identifying uncertain tax positions.

The Company has provided Marcum with a copy of the disclosures in this Form 8-K/A and has requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Marcum agrees with the Company’s statements in this Item 4.01. A copy of the letter dated June 15, 2011, furnished by Marcum in response to that request is filed as Exhibit 16.1 to this Form 8-K/A.

2
 

Item 9.01     Financial Statements and Exhibits

(d)     Exhibits.

The following exhibit is filed herewith:

  Exhibit  
  Number Description
  16.1 Letter to Securities and Exchange Commission from Marcum LLP dated June 15, 2011.

 

3
 

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.

 

Date: June 15, 2011

HEMACARE CORPORATION

By /s/ Lisa Bacerra              
Lisa Bacerra
Chief Financial Officer

 

4
 

EXHIBIT INDEX

Exhibit
Number
Description

16.1
Letter to Securities and Exchange Commission from Marcum LLP dated June 15, 2011

 

5

 

EX-16 2 ex16-1.htm

Exhibit 16.1

 

 

[LETTERHEAD OF MARCUM STONEFIELD Accountants, Advisors]

 

June 15, 2011

 

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

 

We have read Item 4.01 included in the Form 8-K/A of Hemacare Corporation dated June 8, 2011 to be filed with the Securities and Exchange Commission. We agree with the statements concerning our Firm in such Form 8-K/A; we are not in a position to agree to disagree with other statements of Hemacare Corporation contained therein.

 

Very truly yours,

 

Marcum LLP

 

/s/ Steve Rapattoni, CPA

 

Steve Rapattoni, CPA

Partner