(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:
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. Change
in
Registrant’s Certifying Accountant
(a)Previous
Independent Accountants
(1) (i) Effective
July 7, 2005, Entropin, Inc. (the “Registrant”)
dismissed Causey Demgen & Moore, Inc. (“Causey
Demgen”)
as its
independent certified public accountants.
(ii) Causey
Demgen’s report on the Registrant’s financial statements for the past two fiscal
years did not contain an adverse opinion or a disclaimer of opinion, and was
not
qualified as to uncertainty, audit scope, or accounting principles; however,
the
report was modified to include an explanatory paragraph wherein Causey Demgen
expressed substantial doubt about the Registrant’s ability to continue as a
going concern.
(iii) The
change of independent accountants was approved by the Registrant’s Board of
Directors on July 7, 2005.
(iv) During
the Registrant’s most recent two fiscal years, as well as the subsequent interim
period through July 7, 2005, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to
the
subject matter of the disagreement.
(v) During
the Registrant’s most recent two fiscal years, as well as the subsequent interim
period through July 7, 2005, Causey Demgen did not advise the Registrant of
any
of the matters identified in paragraph (a)(1)(v) of Item 304
of
Regulation S-K.
(vi) The
Registrant requested Causey Demgen to furnish a letter addressed to the SEC,
stating whether it agrees with the statements made by the Registrant and, if
not, stating the respects in which it does not agree.
(b)New
Independent Accountants
On
July7, 2005, the Registrant engaged LL Bradford & Company, LLC (“LL
Bradford & Company”)
as its
principal accountant to audit the Registrant’s financial statements. The
Registrant did not consult LL Bradford & Company on any matters described in
paragraph (a)(2)(i) or (ii) of Item 304 of Regulation S-K during the
Registrant’s two most recent fiscal years or any subsequent interim period prior
to engaging LL Bradford & Company.
Letter
dated July 19, 2005, from Causey Demgen & Moore,
Inc.
2
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.
