Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported): February
1, 2007
____________________
CepTor
Corporation
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
|
333-105793
|
|
11-2897392
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission File
Number)
|
|
(IRS
Employer
Identification
No.)
|
462
Seventh Avenue, Suite 1200, New York, New York 10018
(Address
of Principal Executive Offices) (Zip
Code)
Registrant’s
telephone number, including area code: (212)
629-0804
200
International Circle, Suite 5100, Hunt Valley, Maryland
21030
(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 (see
General
Instruction A.2. below):
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 CHANGE
IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
February 1, 2007, the Board of Directors of CepTor Corporation (the “Company”)
approved, subject to execution of a definitive engagement letter, the retention
of Bernstein & Pinchuk, LLP, certified public accountants (the “Accountant”)
to serve as its independent registered public accounting firm. The Accountant
replaces Marcum & Kliegman LLP (“M&K”), which was dismissed by the
Company, upon the approval of its Board of Directors, as its independent
registered public accounting firm as of February 1, 2007.
During
the term of M&K’s engagement and through the date of this Report, there have
been no disagreements between the Company and M&K on any matter of
accounting principles or practices, financial statement disclosures, or auditing
scope or procedure, which, if not resolved to the satisfaction of M&K, would
have caused M&K to make reference to the subject matter in connection with
their report on the Company’s financial statements for the years ended December
31, 2004 and 2005. In addition, except as set forth below, there were no
reportable events, as listed in Item 304(a)(1)(iv) of Regulation
S-B.
During
the last two completed fiscal years and the interim period through February
1,
2007, neither the Company nor anyone on its behalf has consulted the Accountant
regarding (i) either: the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion that might
be rendered on the Company’s financial statements; as such, no written or oral
advice was provided, and none was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting
issues; or (ii) any matter that was a subject of a disagreement or reportable
event with M&K, as there were none.
M&K’s
reports on the financial statements of the Company for the years ended December
31, 2005 and December 31, 2004 do not contain an adverse opinion or disclaimer
of opinion other than as set forth in the next sentence. For the fiscal year
ended December 31, 2005, M&K’s report on the financials statements contains
an expression of substantial doubt as to the Company’s ability to continue as a
going concern.
M&K,
prior to its dismissal, advised the Company that information came to its
attention that if further investigated might cause it to conclude that an
amendment and/or restatement of its June 30, 2006 financial statements may
be
required. Specifically, a question arose as to the Company’s triggering of
certain cross default provisions on its debt instruments by failing to repay
a
note which matured in July 2006. If it is determined that such default had
not
been waived, the Company may be required to present substantially all of its
debt obligations as current liabilities in its June 30, 2006 balance sheet
and
make certain related disclosures. In addition, the Company was in the process
of
responding to an SEC comment letter dated November 20, 2006 which response
was
submitted on February 8, 2007, but had not yet been finalized at the time of
M&K’s dismissal. M&K advised the Company that due to its dismissal, it
did not have the opportunity to evaluate the SEC’s comments and was therefore
unable to conclude as to whether any such comments contained in the letter
could
have an impact on previously reported financial statements or financial
statements of any interim periods preceding the date of M&K’s
dismissal.
M&K
also previously advised the Company that it identified certain matters that
it
believes constitute material weaknesses in its internal controls over its
financial reporting. One such material weakness relates to the Company’s ability
to ensure that its accounting for equity based transactions was accurate and
complete. In addition, M&K advised the Company that its finance department
was understaffed and therefore lacked segregation of duties.
The
Company provided M&K with a copy of this revised disclosure on March 15,
2007, providing M&K with the opportunity to furnish the Company with a
letter addressed to the Securities and Exchange Commission containing any new
information, clarification of the Company’s expression of its views, or the
respect in which M&K does not agree with the statements contained herein. A
copy of M&K’s letter is attached hereto as Exhibit 16.
Item
4.02. NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS
OR A RELATED AUDIT REPORT OR COMPLETED INTERIM
REVIEW.
(a)
On
March 15, 2007, the Company’s Board of Directors concluded that the Company’s
June 30, 2006 balance sheet as contained in the Form 10-QSB filed with the
Commission on September 5, 2006 should no longer be relied upon because of
an
error in such balance sheet. Specifically, a question has arisen as to the
Company’s triggering of certain cross default provisions on its debt instruments
by failing to repay a note which matured in July 2006. It has been determined
that such default had not been waived by 100% of the holders. Accordingly,
the
Company is required to present substantially all of its debt obligations as
current liabilities in its June 30, 2006 balance sheet and make certain related
disclosures. The Company’s Board of Directors has discussed with its former
independent accountant the matters disclosed in the filing pursuant to this
Item
4.02(a).
The
Company intends to file a form 10QSB/A with a corrected balance sheet and
disclosures explaining the nature of defaults as soon as practicable.
Item
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits
|
Exhibit
No.
|
|
Description
|
|
16
|
|
Letter
from Marcum & Kliegman LLP dated March 15, 2007
|
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.
| |
|
|
| |
CEPTOR
CORPORATION |
|
|
|
| Date: March
15, 2007 |
By: |
/s/ Howard
Becker |
| |
Howard
Becker,
Chief
Executive Officer
|
| |
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
16
|
|
Letter
from Marcum & Kliegman LLP dated March 15 , 2007
|