**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

 

**Amendment No. 1**

 
| **(Mark one)**                                        |
|-------------------------------------------------------|
| **x**                                                 | **ANNUAL REPORT PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                  |
| **For the fiscal year ended December 31,  2007** |
|                                                  |
| **o**                                                 | **TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  1934** |

 

**Forthe transition period from                      to                      **

 

**Commission filenumber: 0-15223**

 

**HEMACARE CORPORATION**

(Exact name of registrant as specified inits charter)

 

| **California**                                                    | ** ** | **95-3280412**                           |
|-------------------------------------------------------------------|------------|------------------------------------------|
| (State or  other jurisdiction of   incorporation or organization) |       | (I.R.S.  Employer Identification Number) |
|                                                              |       |                                     |
| **15350 Sherman Way, Suite 350**                             |       | ** **                               |
| **Van Nuys, California**                                          |       | **91406**                                |
| (Address  of principal executive offices)                         |       | (Zip Code)                               |

 

Registrant’s telephone number, includingarea code: **(818) 226-1968**

 
| Securities registered pursuant to  Section 12(b) of the Act: |   | **None**                               |
|------------------------------------------------------------------------|--------|----------------------------------------|
| Securities registered pursuant to  Section 12(g) of the Act: |   | **Common Stock (without par value)**   |
|                                                                   |   | **Rights to purchase Preferred Stock** |

 

Indicate by check mark if the registrantis a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.

o  YES      **x**   NO

 

Indicate by check mark if the registrantis not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.

o  YES      x   NO

 

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

x****  YES    o   NO

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of the registrant’s knowledge,in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K**.**o

 

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company.  See the definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 
| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer o |   | Small  reporting company x |
|---------------------------|--------|---------------------|--------|-------------------------|--------|----------------------------|

 

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).

o YES    x****NO

 

The aggregate market value of the commonstock held by non-affiliates of the registrant as of June 30, 2007, thelast business day of the registrant’s most recently completed second fiscalquarter (based upon the last sale price of the common stock as reported by theOTC Bulletin Board), was approximately $6,466,000.

 

As of March 3, 2008, 8,799,955 sharesof common stock of the registrant were issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitiveproxy statement relating to its 2008 annual meeting of shareholders, which willbe filed with the Securities and Exchange Commission pursuant to Regulation 14Awithin 120 days of the close of the registrant’s last fiscal year, areincorporated by reference into Part III of this Report.

 

 

 

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**EXPLANATORY NOTE**

 

HemaCareCorporation is filing this Amendment No. 1 to its Annual Report on Form 10-Kfor the fiscal year ended December 31, 2007 (the “Report”) to revise theinformation provided under Part II, Item 9A(T), “Controls and Procedures,”and Part IV, Item 15, “Exhibits.” The only items filed herewith are Item 9A(T), Item 15, the signature page andthe consent of our independent registered public accounting firm and thecertifications required by Rule 13a-14(a) of the Securities ExchangeAct of 1934 and 18 U.S.C. Section 1350. With the exception of the foregoing, the information in this Form 10-K/Ais as of the filing date of the Report, and no other information in the Reporthas been supplemented, updated or amended.

 

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**ITEM 9A(T)****                              ****CONTROLS AND PROCEDURES**

 

(a)          Evaluation of Disclosure Controls and Procedures

 

TheChief Executive Officer and the Chief Financial Officer of the Company, withthe participation of the Company’s management, carried out a partial evaluationof the effectiveness of the Company’s disclosure controls and procedurespursuant to Exchange Act Rule 13a-15(b). Since management failed to complete a full evaluation of the Company’sdisclosure controls and procedures, the Chief Executive Officer and the ChiefFinancial Officer cannot conclude that, as of the end of the period covered bythis report, the Company’s disclosure controls and procedures are effective orineffective to provide reasonable assurance that information required to bedisclosed in this report is:

 

a.                         Recorded, processed, summarized and reportedwithin the time period specified in the Securities and Exchange Commission’s rules andforms; and

 

b.                        Accumulated and communicated to our management,including our principal executive and principal financial officer, to allowtimely decisions regarding required disclosure.

 

Managementis not aware any specific control weakness that resulted in a materialmisstatement in the Company’s financial statements, and management does notbelieve any of its financial statements contain any material misstatements.

 

(b)         Management’s Annual Report on InternalControl Over Financial Reporting

 

Managementis responsible for establishing and maintaining adequate internal control overfinancial reporting.  Internal controlover financial reporting is a process designed by, or under the supervision of,the Company’s Chief Executive Officer and the Chief Financial Officer andimplemented by the Company’s Board of Directors, management and otherpersonnel, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principals in the UnitedStates of America (“GAAP”).

 

TheCompany’s internal control over financial reporting includes those policies andprocedures that:  i) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the Company; ii)provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with GAAP, and thatreceipts and expenditures of the Company are made only in accordance withauthorizations of management and directors of the Company; and iii) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use or disposition of the Company’s assets that could have amaterial impact on the financial statements.

 

TheCompany’s management, including the Chief Executive Officer, does not expectthat the Company’s disclosure controls and procedures, or the Company’sinternal controls over financial reporting, will necessarily prevent all fraudand material errors. An internal controlsystem, no matter how well conceived and operated, can provide only reasonable,not absolute, assurance that the objectives of the control system are met.Further, the design of a control system must reflect the fact that there areresource constraints, and the benefits of controls must be considered relativeto their costs. Because of the inherent limitations on all internal controlsystems, the Company’s internal control system can provide only reasonableassurance of achieving its objectives and no evaluation of controls can provideabsolute assurance that all control issues and instances of fraud, if any,within the Company have been detected. These inherent limitations include therealities that judgments in decision-making can be faulty, and that breakdownscan occur because of simple error or mistake. Additionally, controls can becircumvented by the individual acts of some persons, by collusion of two ormore people, or by management override of the control. The design of any systemof internal control is also based in part upon certain assumptions about thelikelihood of future events, and can provide only reasonable, not absolute,assurance that any design will succeed in achieving its stated goals under allpotential future conditions. Over time, controls may become inadequate becauseof changes in circumstances, or the degree of compliance with the policies andprocedures may deteriorate.

 

Asignificant deficiency is a control deficiency, or combination of controldeficiencies, that adversely affects the Company’s ability to initiate,authorize, record, process, or report external financial data reliably inaccordance with GAAP such that there is more than a remote likelihood that amisstatement of the Company’s annual or interim financial statements that ismore than inconsequential will not be prevented or detected. An internalcontrol material  weaknessis a significant deficiency, or combination of significant deficiencies, thatresults in more than a remote likelihood that a materialmisstatement of the annual or interim financial statements will not beprevented or detected.

 

2

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Managementof the Company, including the Chief Executive Officer and Chief FinancialOfficer, and with assistance from outside consultants, conducted a partialevaluation of the effectiveness of the Company’s internal control overfinancial reporting based on the Internal Control-Integrated Framework issuedby the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included a complete riskassessment of all the Company’s business processes and financial statementaccount categories based on the following weighted risk categories:

 

·                  Potentialimpact on the accuracy of the financial statements (30%)

·                  Natureand complexity (20%)

·                  Degreeof subjectivity (20%)

·                  Potentialfor fraud (20%)

·                  Previouslyidentified errors (10%)

 

Eachfinancial statement account category was assigned a risk score of 1, 2 or 3,based on if an error might have no material impact on either the balance sheetor income statement, might have a material impact on either the balance sheetor income statement, or might have a material impact on both the balance sheetand income statement.  A calculation wasthen performed for each financial statement account category to weight thescore for each risk category.  At theconclusion of this analysis, management identified those financial statementaccount categories that were perceived to be either high risk, medium risk orlow risk for material error.  Thosecategorized as high risk were selected for further evaluation of the relatedinternal control structure.

 

Priorto the completion and filing of the Company’s 2007 10-K, the Company’s outsideconsultants performed an evaluation of approximately 50% of the internalcontrols related to the high risk account categories including a review of therelated business processes, review of related Company policies, interviews withkey personnel and, where applicable, an assessment of related informationtechnology controls.  The Company did notdesign or execute a testing plan to determine if any of these controls wereeffective or ineffective.

 

Inaddition, the outside consultants performed an evaluation of the Company’sinformation technology controls, including the design and execution of atesting plan to determine if these controls were effective.

 

Basedon the portion of the consultant’s evaluation that was completed, and based onmanagement’s assessment of selected internal controls, the Company identifiedthe following internal control weakness over financial reporting: (a) theCompany failed to institute all elements of an effective program to helpprevent and detect fraud by Company employees; (b) the Company did notmaintain adequate segregation of duties for staff members responsible forrecording revenue; and (c) the Company failed to provide adequate controlsover the use of spreadsheets used to record certain accounting entries and usedto produce the Company’s financial statements.

 

Sincea complete evaluation of the internal controls related to the high risk accountcategories was not completed, the Chief Executive Officer and the ChiefFinancial Officer of the Company cannot conclude that, as of the end of theperiod covered by this report, the Company’s internal control over financialreporting was effective or ineffective.

 

OnSeptember 11, 2008 the Company hired an outside consultant to assist withthe remaining evaluation of the Company’s internal controls in effect in 2007,develop a test plan for the internal controls that were determined to beappropriate and execute the test plan to determine if those controls functionedeffectively.  As of (date of proposedamendment), the Company has not completed the evaluation of all the internalcontrols.  The Company anticipates thatthe evaluation of internal controls and testing of internal controls will becompleted by December 2008.

 

Managementdoes not believe any of its financial statements contain a material error as aresult of any material weakness in internal controls.

 

ThisAnnual Report does not include an attestation report of the Company’sregistered public accounting firm regarding internal control over financialreporting.  Management’s report was notsubject to attestation by the Company’s registered public accounting firmpursuant to temporary rules of the Securities and Exchange Commission thatpermit the Company to provide only management’s report in this annual report.

 

(c)                                  Remediation of MaterialWeakness in Internal Control Over FinancialReporting

 

FromJune 2007 through September 2007, the Company engaged the services ofan outside consultant to assist with an assessment of the Company’s internalcontrols.  At the conclusion of thisengagement, the consultant provided management with documentation of theinternal control weaknesses they identified. Once management was informed of these weaknesses, 

 

3

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theCompany has engaged in, and will continue to engage in, remediation efforts toaddress the material  weakness in its internal control over financialreporting.  Specific actions which havebeen or will be taken are outlined below:

 

TheCompany has:

 

·                  developeda list of identified control weaknesses;

·                  developedaction plans to correct each identified weakness;

·                  heldmeetings to discuss the allocation of resources and timelines to complete eachaction plan;

·                  institutedother mitigating controls over revenue recognition and over the use ofspreadsheets to enhance the control environment pertaining to these areas ofmaterial weakness; and

·                  evaluatedand standardized SOX testing and controls.

 

TheCompany has determined to take the following additional actions before the endof 2008:

 

·                  retainthe services of a consultant, or consultants, to complete an evaluation of the internalcontrols in existence for 2007 related to the high risk account categories;

·                  developa list of additional control weaknesses identified by the consultant orconsultants; and

·                  developaction plans to correct each identified additional weakness

 

TheCompany will assess the need to take additional actions including, but notlimited, to the following:

 

·                  evaluate accounting and control systems to identifyopportunities for enhanced controls;

·                  recruit and hire additional staff to providegreater segregation of duty;

·                  evaluate the need for other employee changes;

·                  expand executive management’s ongoingcommunications regarding the importance of adherence to internal controls andcompany policies;

·                  implement an internal auditing function atHemaCare and its subsidiaries; and

·                  evaluate such other actions as the Company’sadvisors may recommend.

 

(d)                                 Changes in Internal Control Over FinancialReporting

 

Therewas no change in the Company’s internal control over financial reporting knownto the Chief Executive Officer or the Chief Financial Officer, that occurredduring the Company’s fiscal quarter ended December 31, 2007 that hasmaterially impacted, or is reasonably likely to materially impact, the Company’sinternal control over financial reporting.

 

4

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**ITEM 15****                                                ****EXHIBITS AND FINANCIALSTATEMENT SCHEDULES**

 
| 3.     | *Exhibits*                                                                                    |                                                                                                                                                                                                                                                                                                          |
|--------|-----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | The following exhibits  listed are filed or incorporated by reference as part of this Report. |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 2.1                                                                                           | Stock  Purchase Agreement dated August 29, 2006, among HemaCare Corporation,  Joseph Mauro, Valentin Adia and Teragenix Corporation, incorporated by  reference to Exhibit 99.1 to Form 8-K of the Registrant filed on  September 5, 2006.                                                |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 2.2                                                                                           | Amendment  to Stock Purchase Agreement, dated as of November 14, 2006, among  HemaCare Corporation, Joseph Mauro, Valentin Adia and Teragenix Corporation,  incorporated by reference to Exhibit 99.12 to Amendment No. 1 to  Form 8-K of the Registrant filed on November 15, 2006. |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 3.1                                                                                           | Restated Articles of Incorporation of the  Registrant, incorporated by reference to Exhibit 3.1 to Form 10-K  of the Registrant for the year ended December 31, 2002.                                                                                                                          |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 3.2                                                                                           | Amended and Restated  Bylaws of the Registrant, as amended, incorporated by reference to  Exhibit 3.1 to Form 8-K of the Registrant filed on March 28,  2007.                                                                                                                                  |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 4.1                                                                                           | Rights Agreement between  the Registrant and U.S. Stock Transfer Corporation dated March 3, 1998,  incorporated by reference to Exhibit 4 to Form 8-K of the  Registrant dated March 5, 1998.                                                                                             |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 4.2                                                                                           | Form of Common Stock  Certificate, incorporated by reference to Exhibit 4.4 to Form S-8  of the Registrant dated July 10, 2006.                                                                                                                                                           |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.1*                                                                                         | 1996 Stock  Incentive Plan, as amended, of the Registrant, incorporated by reference to  Appendix to the Proxy Statement of the Registrant filed on April 14,  2005.                                                                                                                                     |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.2*                                                                                         | 2006 Equity  Incentive Plan of the Registrant, incorporated by reference to Annex A to the  Proxy Statement of the Registrant filed on April 21, 2006.                                                                                                                                                   |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.3*                                                                                         | 2004 Stock  Purchase Plan of the Registrant, incorporated by reference to  Exhibit 10.2 to Form 10-K of the Registrant for the year ended  December 31, 2004.                                                                                                                                  |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.4                                                                                          | Loan and Security Agreement  between the Registrant, Coral Blood Services, Inc. and Comerica Bank  dated November 19, 2002, incorporated by reference to Exhibit 10.2  to Form 10-K of the Registrant for the year ended December 31,  2002.                                         |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.5                                                                                          | First Modification to Loan  and Security Agreement between the Registrant, Coral Blood  Services, Inc. and Comerica Bank dated March 22, 2004, incorporated  by reference to Exhibit 10.1 of Form 10-Q of the Registrant for the  quarter-ended March 31, 2004.                      |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.6                                                                                          | Second Modification to Loan  and Security Agreement between the Registrant, Coral Blood  Services, Inc. and Comerica Bank dated July 1, 2005, incorporated  by reference to Exhibit 10.1 of Form 8-K of the Registrant dated  July 1, 2005.                                          |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.7                                                                                          | Third Modification to Loan  and Security Agreement between the Registrant, Coral Blood  Services, Inc. and Comerica Bank dated January 31, 2006,  incorporated by reference to Exhibit 99.1 of Form 8-K of the  Registrant filed on February 3, 2006.                                |
|   |                                                                                          |                                                                                                                                                                                                                                                                                                          |
|   | 10.8                                                                                          | Lease agreement between  HemaCare Corporation, as tenant, and ECI Sherman Plaza LLC, as landlord  for approximately 20,000 square feet located in Van Nuys, California, dated  February 10,                                                                                                         |
|        |                                                                                               |                                                                                                                                                                                                                                                                                                               |  |

 

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|   |   | 2006, incorporated by  reference to Exhibit 99.1 of Form 8-K of the Registrant filed on  March 1, 2006.                                                                                                                                                                                                                |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.9   | Amended  and Restated Loan and Security Agreement among HemaCare Corporation, Coral  Blood Services, Inc. and HemaCare BioScience, Inc. and Comerica  Bank dated September 26, 2006, incorporated by reference to  Exhibit 99.1 to Form 8-K of the Registrant filed on  September 29, 2006.             |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.9.1 | First  Modification to Amended and Restated Loan and Security Agreement among  HemaCare Corporation, Coral Blood Services, Inc., HemaCare  BioScience, Inc. and Comerica Bank, dated March 26, 2007,  incorporated by reference to Exhibit 99.1 to Form 8-K of the  Registrant filed on March 28, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.10* | Employment Agreement  between the Registrant and Joshua Levy dated March 22, 2000,  incorporated by reference to Exhibit 10.12 of Form 10-K of the  Registrant for the year ended December 31, 2000.                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.11* | Employment Letter between  the Registrant and Judi Irving, dated December 6, 2002, incorporated by  reference to Exhibit 10.8 to Form 10-K of the Registrant for the  year ended December 31, 2002.                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.12* | Change of Control  Agreement between HemaCare Corporation and Judi Irving, President and Chief  Executive Officer dated June 6, 2005, incorporated by reference to  Exhibit 10.1 to Form 8-K of the Registrant filed on June 10,  2005.                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.13* | Change of Control  Agreement between HemaCare Corporation and Robert Chilton, Executive Vice  President and Chief Financial Officer, dated June 6, 2005, incorporated  by reference to Exhibit 10.2 to Form 8-K of the Registrant filed on  June 10, 2005.                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.14  | Master Security Lease  Agreement between the Registrant and GE Capital Healthcare Financial Services  dated December 26, 2002, incorporated by reference to Exhibit 10.10  to Form 10-K of the Registrant for the year ended December 31,  2002.                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.15* | Employment Letter between  the Registrant and Robert S. Chilton, dated October 3, 2003,  incorporated by reference to Exhibit 10.1 to Form 10-Q of the  Registrant for the quarter ended September 30, 2003.                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.16* | Indemnification  Agreement between HemaCare Corporation and Judi Irving, President and Chief  Executive Officer dated July 5, 2006, incorporated by reference to  Exhibit 99.1 to Form 8-K of the Registrant filed on July 6,  2006.                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.17* | Indemnification  Agreement between HemaCare Corporation and Robert Chilton, Executive Vice  President and Chief Financial Officer dated July 5, 2006, incorporated  by reference to Exhibit 99.1 to Form 8-K of the Registrant filed on  July 6, 2006.                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.18  | Escrow  Agreement dated as of August 29, 2006, among HemaCare Corporation,  Joseph Mauro, Valentin Adia and U.S. Bank, National Association, incorporated  by reference to Exhibit 99.2 to Registrant’s Current Report on  Form 8-K filed on September 5, 2006.                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                  |
|   | 10.19  | Promissory  Note dated August 29, 2006, in the principal amount of $153,800, of  HemaCare Corporation payable to Joseph Mauro, incorporated by reference to  Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed on  September 5, 2006.                                                            |

 

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|   | 10.20  | Promissory  Note dated August 29, 2006, in the principal amount of $46,200, of  HemaCare Corporation payable to Valentin Adia, incorporated by reference to  Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on  September 5, 2006.                                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.21* | Employment  Agreement dated August 29, 2006, between HemaCare Corporation and Joseph  Mauro, incorporated by reference to Exhibit 99.5 to Registrant’s Current  Report on Form 8-K filed on September 5, 2006.                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.22* | Employment  Agreement dated August 29, 2006, between HemaCare Corporation and  Valentin Adia, incorporated by reference to Exhibit 99.6 to Registrant’s  Current Report on Form 8-K filed on September 5, 2006.                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.23  | Promissory  Note dated August 29, 2006, in the principal amount of $250,000, of  Teragenix Corporation, payable to Dr. Lawrence Feldman, incorporated by  reference to Exhibit 99.7 to Registrant’s Current Report on  Form 8-K filed on September 5, 2006.                    |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.24  | Promissory  Note dated August 29, 2006, in the principal amount of $250,000, of  Teragenix Corporation, payable to Dr. Karen Raben, incorporated by  reference to Exhibit 99.8 to Registrant’s Current Report on  Form 8-K filed on September 5, 2006.                         |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.25  | Letter  agreement dated August 29, 2006, among HemaCare Corporation, Teragenix  Corporation, Dr. Lawrence Feldman and Dr. Karen Raben, incorporated  by reference to Exhibit 99.9 to Registrant’s Current Report on  Form 8-K filed on September 5, 2006.                 |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.26  | Select  Series License Agreement with Prelude Exhibit dated December 29,  2006, between Information Data Management, Inc. and HemaCare  Corporation, incorporated by reference to Exhibit 99.1 to Registrant’s  Current Report on Form 8-K filed on January 5, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.27* | First  Amendment to Employment Agreement between HemaCare Corporation and Joshua  Levy, M.D. dated March 31, 2005 incorporated by reference to  Exhibit 10.27 to Form 10-K of the Registrant for the year ended  December 31, 2006 filed April 2, 2007.                             |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.28  | Employee  Proprietary Information and Inventions Agreement between Teragenix  Corporation and Joseph Mauro dated August 29, 2006, incorporated by  reference to Exhibit 99.1 to Form 8-K of the Registrant filed on  November 7, 2007.                                                   |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.29  | Employee  Proprietary Information and Inventions Agreement between Teragenix  Corporation and Valentin Adia dated August 29, 2006, incorporated by  reference to Exhibit 99.2 to Form 8-K of the Registrant filed on  November 7, 2007.                                                  |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.30  | Noncompetition  Agreement between Teragenix Corporation and Joseph Mauro dated August 29,  2006, incorporated by reference to Exhibit 99.3 to Form 8-K of the  Registrant filed on November 7, 2007.                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.31  | Noncompetition  Agreement between Teragenix Corporation and Valentin Adia dated  August 29, 2006, incorporated by reference to Exhibit 99.4 to  Form 8-K of the Registrant filed on November 7, 2007.                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.32  | Security  Agreement between Teragenix Corporation and Joseph Mauro dated  August 29, 2006, incorporated by reference to Exhibit 99.5 to  Form 8-K of the Registrant filed on November 7, 2007.                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                         |
|   | 10.33  | Security  Agreement between Teragenix Corporation and Valentin Adia dated  August 29, 2006, incorporated by reference to Exhibit 99.6 to  Form 8-K of the Registrant filed on November 7, 2007.                                                                                          |

 

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|   | 10.34    | Assignment  for the Benefit of Creditors made as of December 4, 2007, incorporated  by reference to Exhibit 99.1 to Registrants Current Report on  Form 8-K filed on December 14, 2007.                                                                                        |
|--------|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 10.35    | First  Amendment to Lease between HemaCare Corporation as tenant and ECI Sherman  Plaza, Inc. as landlord, dated August 17, 2006, incorporated by  reference to Exhibit 10.35 to Form 10-K of Registrant for the  year-ended December 31, 2007.                           |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 10.36    | Second  Amendment to Lease between HemaCare Corporation as tenant and ECI Sherman  Plaza, Inc. as landlord, dated April 11, 2007, incorporated by  reference to Exhibit 10.36 to Form 10-K of Registrant for the  year-ended December 31, 2007.                           |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 10.37    | Amendment  and Extension of Rights Agreement dated as of March 3, 1998, between  HemaCare Corporation and Computershare Trust Company, N.A., incorporated by  reference to Exhibit 99.1 to Registrant’s Current Report on  Form 8-K filed on March 24. 2008.              |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 10.38    | Indemnification  Agreement between HemaCare Corporation and Julian Steffenhagen, executed  March 11, 2008, incorporated by reference to Exhibit 99.1 to  Registrant’s Current Report on Form 8-K filed on March 17, 2008.                                                 |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 10.39    | Credit  and Security Agreement between HemaCare Corporation, Coral Blood  Services, Inc., and Wells Fargo Bank, National Association, dated  April 10, 2008, incorporated by reference to Exhibit 10.39 to  Form 10-K of Registrant for the year-ended December 31, 2007. |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 11.      | Computation of earnings  (loss) per common equivalent share, incorporated by reference to  Exhibit 11 to Form 10-K of Registrant for the year-ended  December 31, 2007.                                                                                                             |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 14.      | Code of Ethics –  incorporated by reference to Exhibit 14 to Form 10-K of the  Registrant for the year ended December 31, 2004.                                                                                                                                                |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 21.      | Subsidiaries of the Registrant,  incorporated by reference to Exhibit 21 to Form 10-K of Registrant  for the year-ended December 31, 2007.                                                                                                                                          |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 23.1     | Consent of Stonefield  Josephson, Inc., Independent Registered Public Accounting Firm,  incorporated by reference to Exhibit 23.1 to Form 10-K of  Registrant for the year-ended December 31, 2007.                                                                            |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 23.1.1** | Consent of Stonefield  Josephson, Inc., Independent Registered Public Accounting Firm.                                                                                                                                                                                                        |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 24.      | Power of attorney,  incorporated by reference to Exhibit 24 to Form 10-K of Registrant  for the year-ended December 31, 2007.                                                                                                                                                       |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 31.1     | Certification Pursuant to  Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated  by reference to Exhibit 31.1 to Form 10-K of Registrant for the  year-ended December 31, 2007.   |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 31.1.1** | Certification Pursuant to  Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                               |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 31.2     | Certification Pursuant to  Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, incorporated  by reference to Exhibit 31.2 to Form 10-K of Registrant for the  year-ended December 31, 2007.   |
|   |     |                                                                                                                                                                                                                                                                                               |
|   | 31.2.1** | Certification Pursuant to  Rule 13a-14(a) of the Securities Exchange Act of 1934, Adopted  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                               |

 

8

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|   | 32.1     | Certification Pursuant to  18 U.S.C. 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002, incorporated by reference to Exhibit 32.1 to Form 10-K  of Registrant for the year-ended December 31, 2007. |
|--------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |     |                                                                                                                                                                                                                                           |
|   | 32.1.1** | Certification Pursuant to  18 U.S.C. 1350, Adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act of 2002.                                                                                                                            |
|   |
|        |
|   | *        | Management contracts and  compensatory plans and arrangements.                                                                                                                                                                                 |
|   |     |                                                                                                                                                                                                                                           |
|   | **       | Filed herewith                                                                                                                                                                                                                                 |

 

9

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## **SIGNATUR**ES

## ** **

Pursuant tothe requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
| **Dated:** | **September 19, 2008** | ** ** | **HEMACARE  CORPORATION**                   |
|------------|-----------------------------|------------|---------------------------------------------|
|       |                        |       |                                        |
|       |                        | By:        | /s/  Robert S. Chilton                      |
|       |                        |       | Robert S. Chilton, Chief  Financial Officer |

 

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the Registrant in the capacities indicatedon the nineteenth day of September, 2008.

 
| **Signature**          | ** **            | **Title**                                            |
|------------------------|-----------------------|------------------------------------------------------|
|                   |                  |                                                 |
| *                      |                  | Chairman of the Board and Chief Executive Officer    |
| Julian L. Steffenhagen |                  | (Principal Executive Officer)                        |
|                   |                  |                                                 |
| /s/ Robert S. Chilton  |                  | Executive Vice President and Chief Financial Officer |
| Robert S. Chilton      |                  | (Principal Financial and Accounting Officer)         |
|                   |                  |                                                 |
| *                      |                  | Director                                             |
| Steven Gerber          |                  |                                                 |
|                   |                  |                                                 |
| *                      |                  | Director                                             |
| Teresa Sligh           |                  |                                                 |
|                   |                  |                                                 |
| *                      |                  | Director                                             |
| Terry Van Der Tuuk     |                  |                                                 |
|                   |                  |                                                 |
|                   |                  |                                                 |   |
| * By:                  | /s/ Robert S. Chilton |                                                 |   |
|                   | Robert S. Chilton     |                                                 |   |
|                   | Attorney-In-Fact      |                                                 |   |

 

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