UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. __)
HemaCare Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
423498104
(CUSIP Number)
October 18, 2007
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 6 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid
OMB control number.
SEC 1745 (12-02)
CUSIP No. 423498104 13G Page 2 of 6 Pages
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(1) NAMES OF REPORTING PERSONS
Praetorian Capital Management LLC (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
13-4223355
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (5) SOLE VOTING POWER
0
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,010,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,010,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,010,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.5%
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(12) TYPE OF REPORTING PERSON **
IA
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CUSIP No. 423498104 13G Page 3 of 6 Pages
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(2) NAMES OF REPORTING PERSONS
Praetorian Offshore Ltd. (See Item 2(A))
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
98-0465606
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a) [X]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
1,010,000
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
1,010,000
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
1,010,000
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
1,010,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,010,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
11.5%
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(12) TYPE OF REPORTING PERSON **
OO
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CUSIP No. 423498104 13G Page 4 of 6 Pages
Item 1(a). Name of Issuer:
The name of the issuer is HemaCare Corporation (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Issuer's principal executive offices are located at: 15350 Sherman
Way, Suite 350, Van Nuys, CA 91406.
Item 2(a). Name of Person Filing:
This statement is filed by Praetorian Capital Management LLC and Praetorian
Offshore Ltd. Praetorian Capital Management LLC, a Delaware limited
liability company (the "Management Company"), serves as investment manager to
Praetorian Offshore Ltd. (the "Fund") with respect to the shares of Common
Stock (as defined in Item 2(d)) directly owned by the Fund. The Management
Company makes the investment and voting decisions on behalf of the Fund but
owns no direct investments in the securities of the Issuer. The Fund
directly owns the shares of Common Stock of the Issuer but does not make any
decisions as to voting or buying or selling shares of the Issuer.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of the Management Company is:
119 Washington Avenue, Suite 600, Miami Beach, FL 33139
Item 2(c). Citizenship:
Management Company: Delaware
Praetorian Offshore Ltd.: Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, no par value (the "Common Stock")
Item 2(e). CUSIP Number: 423498104
Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance with
Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act,
CUSIP No. 423498104 13G Page 5 of 6 Pages
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
As of the date hereof, the Reporting Person is the beneficial
owner of 1,010,000 shares of Common Stock. Praetorian Capital
Management LLC acts as the management company to Praetorian
Offshore Ltd., which beneficially owns 1,010,000 shares of Common
Stock. As such, Praetorian Capital Management LLC is deemed to
beneficially own 1,010,000 shares of Common Stock. The
percentages set forth in this Schedule 13G are calculated based
on the 8,799,955 shares of Common Stock outstanding as of August
6, 2007, as set forth in the Issuer's Form 10-Q for the quarter
ended June 30, 2007.
Since our last Form 13G filing dated February 5, 2007, through
the date of this filing, the Funds made the following
transactions:
May 14, 2007 bought 5,000 shares
May 14, 2007 sold 5,000 shares
October 18, 2007 sold 130,000 shares
October 19, 2007 sold 130,000 shares
(b) Percent of class:
11.5% beneficially owned by the Management Company.
(c) Number of shares as to which the person has:.
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,010,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,010,000
Item 5-9
Not applicable.
Filing of this statement by the Reporting Persons shall not be deemed an
admission that they beneficially own the securities reported herein as held
in customer accounts. The Reporting Persons expressly disclaim beneficial
ownership of all securities held in such customer accounts. Praetorian
Offshore Ltd.'s ownership on behalf of its investors exceeds 5% of the
outstanding Common Stock of the Issuer.
CUSIP No. 423498104 13G Page 6 of 6 Pages
Item 10. Certification.
The following certification shall be included if the statement is filed
pursuant to Section 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect. [X]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: October 19, 2007
/s/ Harris B. Kupperman
Signature
Harris B. Kupperman, President, Praetorian Capital Management LLC
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)