UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________________________
FORM 8-K
/A
(Amendment
No.2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date of
Report (Date of earliest event reported):
March
17
, 2010
XCORPOREAL,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-33874
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75-2242792
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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80
Empire Drive, Lake Forest, CA 92630
(Address
of principal executive offices) (Zip Code)
(949)
600-4640
(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:
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.
Reference
is made to Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “SEC”) by Xcorporeal, Inc. (the “Company”) on March 19, 2010 and
Current Report on Form 8-K/A (Amendment No. 1) filed with the SEC on March 23,
2010.
On March
17, 2010, the Company was notified by BDO Seidman, LLP (“BDO Seidman”), its
independent registered public accounting firm, that BDO Seidman would resign as
the Company’s independent registered public accounting firm effective
immediately. Except as set forth herein, BDO Seidman’s report on the
Company’s financial statements for the past two fiscal years ended December 31,
2008 and December 31, 2007, 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. However, their report contained an explanatory
paragraph disclosing the uncertainty regarding the ability of the Company to
continue as a going concern.
During
the two most recent fiscal years ended December 31, 2008 and December 31, 2009,
and the subsequent interim period ended March 17, 2010, the date upon which BDO
Seidman notified the Company it would resign, the Company did not have any
disagreements with BDO Seidman on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of BDO Seidman, would have
caused it to make reference to the subject matter of this disagreement(s) in
connection with its report.
The
Company requested BDO Seidman to furnish it a letter addressed to the SEC
stating whether it agrees with the above statements. A copy of the
BDO Seidman letter is filed as Exhibit 16.1 to this Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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16.1
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Letter
from BDO Seidman, dated as of March 26, 2010, regarding change in
certifying accountant.
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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.
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XCORPOREAL,
INC.
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Date:
March 26, 2010
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By:
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/s/
Robert
Weinstein
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Robert
Weinstein
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Chief
Financial Officer
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