ENTROPIN INC
8-K, 1998-01-26
MANAGEMENT SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                                January 22, 1998
                                ----------------
                                (Date of Report)


                                 ENTROPIN, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)


           Colorado                    33-23693                  84-1090424
- ----------------------------         ------------            -------------------
(State or other jurisdiction         (Commission             (IRS Employer
        of incorporation)            File Number)            Identification No.)


                       45926 Oasis Street, Indio, CA 92201
           -----------------------------------------------------------
           (Address of principal executive offices including zip code)


                                 (760) 347-3369
               ---------------------------------------------------
               (Registrant's telephone number including area code)


                           Vanden Capital Group, Inc.
                1775 Sherman Street, Suite 1001, Denver, CO 80203
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.  Other Events.
- ---------------------

     On January 22, 1998,  the  Registrant  issued the  following  press release
relating to its acquisition of Entropin, Inc., a California corporation:

                                  NEWS RELEASE

                      VANDEN CAPITAL GROUP, INC. ANNOUNCES
                          ACQUISITION OF ENTROPIN, INC.

FOR IMMEDIATE RELEASE

     Denver,  Colorado,  January  22,  1998 -- Vanden  Capital  Group,  Inc.,  a
Colorado  corporation  ("Vanden"),  announced  today  that it had  completed  an
acquisition of Entropin, Inc., a California corporation ("Entropin"),  effective
January 15, 1998. In connection with the acquisition, Vanden acquired all of the
outstanding  shares of Entropin in exchange  for shares of Vanden,  resulting in
the  shareholders  of Entropin  acquiring  approximately  95% of the outstanding
voting shares of Vanden.

     Subsequent to the  acquisition,  Vanden changed its name to Entropin,  Inc.
and has  become  engaged in the  pharmaceutical  research  business  and will be
commercially  developing a patented  medicinal  preparation known as Esterom(R),
which is the current business of Entropin. Esterom(R) is a medicinal preparation
formulated for the treatment of impaired range of motion  associated  with acute
lower back sprain and painful  shoulder.  Entropin has been issued seven patents
by the U.S.  Patent  Office  on  Esterom(R).  Entropin  has a  current  and open
Investigational New Drug File with the U.S. Food and Drug Administration and has
completed Phase II of the approval process.

     The  completion of the  acquisition  resulted in a change of control of the
Board of Directors  and officers of Entropin.  Higgins D. Bailey,  Dewey H. Crim
and Donald  Hunter have been elected as the  Directors  of  Entropin.  Daniel L.
Azarnoff, M.D. has been elected as Acting President,  Higgins D. Bailey has been
elected as Chairman of the Board, Donald Hunter has been elected as ecretary and
Dewey H. Crim has been elected as Treasurer.  Entropin's  principal  offices are
located at 45926 Oasis Street, Indio, California 92201.

For Further Information Contact:
Higgins D. Bailey, Chairman
Entropin, Inc.
(760) 347-3369
                                       -2-

<PAGE>

                                   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: January 22, 1998             ENTROPIN, INC.

                                        /s/ Higgins D. Bailey
                                   By___________________________________________
                                        Higgins D. Bailey
                                        Chairman of the Board of Directors




                                      -3-




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