SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March 24, 1998
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(Date of Report)
ENTROPIN, INC.
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(Exact Name of Registrant as specified in its charter)
Colorado 33-23693 84-1090424
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45926 Oasis Street, Indio, CA 92201
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(Address of principal executive offices including zip code)
(760) 775-8333
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(Registrant's telephone number including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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(a) Section 304(a)(1):
(i) On January 15, 1998, Entropin, Inc. (the "Company") and Entropin,
Inc., a California corporation, ("Old Entropin") consummated an Agreement and
Plan of Merger (the 'Merger") pursuant to which the Company acquired all of the
issued and outstanding shares of stock of Old Entropin. In connection with the
Merger, the Company changed its name from Vanden Capital Group, Inc. to
Entropin, Inc. and succeeded to the business activity of Old Entropin, which
ceased to exist. Further, in connection with the Merger, the Company elected to
change its accountants to that of Old Entropin. As a result, on January 15,
1998, the Company dismissed the accounting firm of Schumacher & Associates,
Inc., Englewood, Colorado, who have acted as certifying accountants for the
Company for the years ending December 31, 1995 and 1996.
(ii) None of the prior certifying accountants' reports on the Company's
financial statements for the past two years contained an adverse opinion or
disclaimer of opinion, or was modified as to uncertainty, audit scope or
accounting principle.
(iii) The change of principal accountants was approved by the Company's
Board of Directors on February 16, 1998.
(iv) The Company is unaware of any disagreement with Schumacher &
Associates, Inc. on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which would have caused
said accountants to make reference to the subject matter in connection with any
report issued by same.
(b) Section 304(a)(2):
(2) In connection with the Merger, effective January 15, 1998, the
Company has engaged the accounting firm of Causey Demgen & Moore Inc., to act as
certifying accountants for the year ending December 31, 1997.
(i) The application of accounting principles to a specific completed or
contemplated transaction, or to the type of audit opinion that might be rendered
was not an important factor in the decision to change accounting firms.
(ii) (not applicable)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) The following exhibits are filed with this report:
Exhibit 4.0 Statement of prior certifying accountant
in response to the information disclosed
herein.
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<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR.
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In connection with the Merger as described in Item 4 above, the Company has
adopted a fiscal year end of December 31, which was the reporting year of Old
Entropin. The change of fiscal year was approved by the Company's Board of
Directors on February 16, 1998. In accordance with the guidance contained in the
Division of Corporation Finance Accounting Disclosure Rules and Practices
manual, a transition report is not required and the Company's financial
statements will be presented on a calendar year basis in the Company's Form
10-KSB.
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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, thereunto duly authorized.
Date: March 24, 1998 ENTROPIN, INC.
By /s/ Higgins D. Bailey
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Higgins D. Bailey
Chairman of the Board of Directors
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SCHUMACHER & ASSOCIATES, INC
Certified Public Accountants
12835 E. Arapahoe Road, tower II, Suite 110
Englewood, CO 80112
(303) 792-2466 FAX (303) 792-2467
March 24, 1998
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Entropin, Inc.
SEC File No. 33-23693
Ladies and Gentlemen:
The undersigned Schumacher & Associates, Inc. previously acted as
independent accountants to audit the financial statements of Entropin, Inc.,
formerly known as Vanden Capital Group, Inc. (the "Company"). We are no longer
acting as independent accountants to the Company.
This letter will confirm that we have reviewed Item 4. of the Company's
Form 8-K dated March 26, 1998, captioned "Changes in Registrant's Certifying
Accountant" and that we agree the statements made therein as they relate to us.
We hereby consent to the filing of this letter as an exhibit to the
foregoing report on Form 8-K.
Dated this 24th day of March, 1998.
Sincerely,
SCHUMACHER & ASSOCIATES, INC.
