OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300
August 19, 2005 FACSIMILE: 212.451.2222
WWW.OLSHANLAW.COM
DIRECT DIAL: 212.451.2217
EMAIL: NBRENER@OLSHANLAW.COM
Mr. Carlton Tartar
Staff Accountant
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-0404
Re: Response of CepTor Corporation to Comment Letter to Current
Report On Form 8-K Filed December 14, 2004 (File No. 333-105793)
Dear Mr. Tartar:
We are securities counsel to CepTor Corporation (the "Company") and as such
we hereby submit, on behalf of the Company, a response to the letter of comment
dated August 12, 2005 from the Division of Corporate Finance to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission
(the "Commission") on December 14, 2004 ("Form 8-K"). Our responses are numbered
to correspond to the Commission's comments and are filed in conjunction with the
Current Report on Form 8-K/A ("Form 8-K/A") which amends our Form 8-K.
ITEM 4.01
1. We note that the third paragraph of your disclosure incorrectly states
that the reports of the former accountant were not modified as to
uncertainty, which would include an uncertainty regarding the
Company's ability to continue as a going concern. If applicable, you
may elect to provide the required disclosure using language similar to
the following example: "[The former accountant's reports] on the
Company's financial statements for the fiscal years ended April 30,
2004 and 2003 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles, except that the reports for both years
were qualified as to uncertainty regarding the Company's ability to
continue as a going concern."
The language requested by the staff has been added to the third
paragraph of Item 4.01 of the Form 8-K/A.
NEW JERSEY OFFICE
2001 ROUTE 46 / SUITE 202
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: 973.335.7400
FACSIMILED: 973.335.8018
August 19, 2005
Page 2
EXHIBIT 16 LETTER
2. Please obtain and file an Exhibit 16 letter from the former
accountants stating whether the former accountant agrees with your
revised Item 304 disclosures, or the extent to which the accountant
does not agree.
A letter from Daszkal Bolton LLP Is being filed as Exhibit 16 to the
Form 8-K/A.
The Company acknowledges that staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; do not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing;
and that it may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.
Please direct any questions or comments concerning this response to the
undersigned at (212) 451-2217.
Very truly yours,
/s/ Nancy Brenner
------------------------------
Nancy Brenner
cc: William H. Pursley
Donald W. Fallon
