**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**






**FORM
      10-QSB**






x  **QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended June 30, 2005





 ̈  **TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT**





For
      the
      transition period from  to





Commission
      file number 000-29807






**ENTROPIN,
      INC.**


**(Exact
      name of small business issuer as specified in its charter)**








**DELAWARE**
            **68-0510827****(State
                or other jurisdiction ofincorporation or
                organization)**
            **(IRS
                employerIdentification
                No.)**





**13314
      Lost Key Place, Bradenton, FL. 43202**


**(Address
      of principal executive offices)**





**(941)
      388-9512**


**(Issuer’s
      telephone number)**





**Former
      Address**


**45926
      Oasis Street, Indio, CA 92201**





**Former
      Telephone Number**


**(760)
      775-8333**


________________


Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No  ̈





As
      of
      August 9, 2005, 30,645,341 shares of the issuer’s Common Stock, $.0001 par value
      per share, were outstanding.





Transitional
      Small Business Disclosure Format Yes  ̈ No x




















**INDEX**




**PART I.**
            **FINANCIAL
                INFORMATION**Item 1.
            Financial
                StatementsBalance
                Sheets - December 31, 2004 and June 30, 2005 (unaudited)
            2Statements
                of Operations - For the Three Months Ended June 30, 2004 and 2005
                (unaudited)
            3Statements
                of Operations - For the Six Months Ended June 30, 2004 and 2005 (and
                for
                the Period from August 27, 1984 (Inception) through June 30, 2005
                (unaudited)
            4Statement
                of Changes in Stockholders’ Equity - For the Six Months Ended June 30,
                2005 (unaudited)
            5Statements
                of Cash Flows - For the Six Months Ended June 30, 2004 and 2005 and
                for
                the Period from August 27, 1984 (Inception) through June 30, 2005
                (unaudited)
            6Notes
                to Financial Statements (unaudited)
            8Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            11Item
                3.
            Controls
                and Procedures
            16**PART II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings
            17Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            17Item
                3.
            Defaults
                upon Senior Securities
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            17Item
                5.
            Other
                Information
            17Item
                6.
            Exhibits
            18Signatures
            19











1


**ENTROPIN,
      INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEETS**


**December
      31, 2004 and June 30, 2005**




**December
                31,**
              **2004**
            
            **June
                30,**
              **2005****(Unaudited)****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            444,611
            
            $
            185,705Short-term
                investments
            
            
            1,273,000
            
            
            -Total
                current assets
            
            
            1,717,611
            
            
            185,705Patent
                costs, less accumulated amortization of $252,143 (2004) and $280,861
                (2005)
            
            
            674,102
            
            
            695,572Property
                and equipment, net
            
            
            1,906
            
            
            -Total
                assets
            
            $
            2,393,619
            
            $
            881,277**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            46,823
            
            $
            10,000Commitments
                and Contingencies (Note 6)Stockholders’
                equity:Series
                A’ redeemable preferred stock, $.0001 par value; 3,210,487 shares
                authorized, issued and outstanding; liquidation preference of
                $3,210,487
            
            
            3,210,487
            
            
            3,210,487Common
                stock, $.0001 par value; 200,000,000 shares authorized, 30,645,341
                shares
                issued and outstanding
            
            
            3,065
            
            
            3,065Additional
                paid-in capital
            
            
            34,819,422
            
            
            34,819,422Deficit
                accumulated during the development stage
            
            
            (35,686,178
            )
            
            (37,161,697
            )Total
                stockholders’ equity
            
            
            2,346,796
            
            
            871,277Total
                liabilities and stockholders’ equity
            
            $
            2,393,619
            
            $
            881,277





See
      accompanying notes to financial statements.








2




ENTROPIN,
      INC.


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**


**For
      the Three Months Ended June 30, 2004 and 2005**


**(Unaudited)**




**2004**
            
            **2005**Costs
                and expenses:Research
                and development
            
            $
            42,875
            
            $
            74,941General
                and administrative
            
            
            875,515
            
            
            933,538Operating
                loss
            
            
            (918,390
            )
            
            (1,008,479
            )Other
                income (expense):Interest
                income
            
            
            3,425
            
            
            4,085Interest
                expense
            
            
            —
            
            
            —Other
                Expense
            
            
            —
            
            
            (931
            )Total
                other income (expense), net
            
            
            3,425
            
            
            3,154Net
                loss
            
            
            (914,965
            )
            
            (1,005,325
            )Dividends
                applicable to Series B preferred stockholders
            
            
            —
            
            
            —Net
                loss applicable to common stockholders
            
            $
            (914,965
            )
            $
            (1,005,325
            )Basic
                and diluted net loss per common share
            
            $
            (.03
            )
            $
            (.03
            )Weighted
                average common shares outstanding
            
            
            30,659,000
            
            
            30,645,000





See
      accompanying notes to financial statements.





3





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**


**For
      the Six Months Ended June 30, 2004 and 2005**


**and
      for the Period from August 27, 1984 (Inception) Through June 30, 2005**


**(Unaudited)**




**2004**
            
            **2005**
            
            **Inception through
                June 30, 2005**Costs
                and expenses:Research
                and development
            
            $
            352,453
            
            $
            131,006
            
            $
            16,043,819General
                and administrative
            
            
            1,712,053
            
            
            1,364,344
            
            
            21,189,084Operating
                loss
            
            
            (2,064,506
            )
            
            (1,495,350
            )
            
            (37,232,903
            )Other
                income (expense):Interest
                income
            
            
            5,387
            
            
            20,762
            
            
            1,529,258Interest
                expense
            
            
            —
            
            
            —
            
            
            (242,811
            )Other
                Expense
            
            
            —
            
            
            (931
            )
            
            (127,241
            )Total
                other income (expense), net
            
            
            5,387
            
            
            19,831
            
            
            1,159,206Net
                loss
            
            
            (2,059,119
            )
            
            (1,475,519
            )
            
            (36,073,697
            )Dividends
                applicable to Series B preferred stockholders
            
            
            —
            
            
            —
            
            
            (1,103,184
            )Net
                loss applicable to common stockholders
            
            $
            (2,059,119
            )
            $
            (1,475,519
            )
            $
            (37,176,881
            )Basic
                and diluted net loss per common share
            
            $
            (.08
            )
            $
            (.05
            )
            $
            (4.71
            )Weighted
                average common shares outstanding
            
            
            24,487,000
            
            
            30,645,000
            
            
            7,898,000





See
      accompanying notes to financial statements.





4





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY**


**For
      the Six Months Ended June 30, 2005**


**(Unaudited)**




**Series
                A’ redeemable preferred stock**
            
            **Common
                stock**
            
            **Additional
                paid-in capital**
            
            **Deficit
                accumulated during the development stage**
            
            **Total
                stockholders’ equity****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**Balance,
                January 1, 2005
            
            
            3,210,487
            
            $
            3,210,487
            
            
            30,645,341
            
            $
            3,065
            
            $
            34,819,422
            
            $
            (35,686,178
            )
            $
            2,346,796Net
                loss for the period
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (1,475,519
            )
            
            (1,475,519
            )Balance,
                June 30, 2005
            
            
            3,210,487
            
            $
            3,210,487
            
            
            30,645,341
            
            $
            3,065
            
            $
            34,819,422
            
            $
            (37,161,697
            )
            $
            871,277





See
      accompanying notes to financial statements.





5





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**For
      the Six Months Ended June 30, 2004 and 2005**


**and
      for the Period from August 27, 1984 (Inception) Through June 30, 2005**


**(Unaudited)**




**2004**
            
            **2005**
            
            **Inception through
                June 30, 2005**Cash
                flows from operating activities:Net
                loss
            
            $
            (2,059,119
            )
            $
            (1,475,519
            )
            $
            (36,073,697
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            
            26,538
            
            
            30,624
            
            
            352,584Series
                B preferred stock redemption conversion incentive
            
            
            —
            
            
            —
            
            
            126,309Loss
                on disposal of assets
            
            
            —
            
            
            —
            
            
            1,837Services
                received in exchange for stock, stock options and warrants
            
            
            527,281
            
            
            —
            
            
            10,642,845Services
                received in exchange for compensation agreements
            
            
            —
            
            
            —
            
            
            2,231,678Increase
                (decrease) in accounts payable
            
            
            23,619
            
            
            (36,823
            )
            
            217,697Other
            
            
            —
            
            
            —
            
            
            58,610Net
                cash used in operating activities
            
            
            (1,481,681
            )
            
            (1,481,718
            )
            
            (22,442,137
            )Cash
                flows from investing activities:Maturities
                (purchase) of short-term investments, net
            
            
            (2,455,000
            )
            
            1,273,000
            
            
            —Patent
                costs
            
            
            (183,706
            )
            
            (50,188
            )
            
            (976,433
            )Purchase
                of property and equipment
            
            
            —
            
            
            —
            
            
            (130,515
            )Net
                cash provided by (used in) investing activities
            
            
            (2,638,706
            )
            
            1,222,812
            
            
            (1,106,948
            )Cash
                flows from financing activities:Proceeds
                from issuance of common stock and warrants
            
            
            3,489,893
            
            
            —
            
            
            21,732,261Proceeds
                from issuance of preferred stock
            
            
            —
            
            
            —
            
            
            1,142,750Proceeds
                from stockholder loans
            
            
            —
            
            
            —
            
            
            809,679Proceeds
                from shares issued pursuant to recapitalization
            
            
            —
            
            
            —
            
            
            220,100Proceeds
                from stockholder advances
            
            
            —
            
            
            —
            
            
            98,873Repayments
                of stockholder advances
            
            
            —
            
            
            —
            
            
            (98,873
            )Repurchase
                of common stock
            
            
            (40,000
            )
            
            —
            
            
            (40,000
            )Payment
                for cancellation of common stock warrant
            
            
            —
            
            
            —
            
            
            (330,000
            )Proceeds
                from convertible notes payable
            
            
            —
            
            
            —
            
            
            200,000Net
                cash provided by financing activities
            
            
            3,454,893
            
            
            —
            
            
            23,734,790Net
                (decrease) increase in cash and cash equivalents
            
            
            (665,494
            )
            
            (258,906
            )
            
            185,705Cash
                and cash equivalents at beginning of period
            
            
            1,032,343
            
            
            444,611
            
            
            —Cash
                and cash equivalents at end of period
            
            $
            366,849
            
            $
            185,705
            
            $
            185,705





( Continued
      on following page)


See
      accompanying notes to financial statements.





6





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**For
      the Six Months Ended June 30, 2004 and 2005**


**and
      for the Period from August 27, 1984 (Inception) Through June 30, 2005**


**(Unaudited)**





(Continued
      from preceding page)





Supplemental
      disclosure of cash flow information:




**2004**
            
            **2005**
            
            **Inception through
                June 30, 2005**Cash
                paid for interest during the period
            
            $
            —
            
            $
            —
            
            $
            242,811





Supplemental
      disclosure of non-cash investing and financing activities:





During
      the period from August 27, 1984 (inception) through June 30, 2005, the Company
      issued 3,210,487 shares of Series A preferred stock in exchange for an aggregate
      $1,710,487 of notes payable to stockholders plus accrued interest and a
      $1,500,000 compensation agreement.





During
      the period from August 27, 1984 (inception) through June 30, 2005, the Company
      converted promissory notes payable with outstanding principal and interest
      balances totaling $201,660 into 100,831 shares of common stock.





During
      the period from August 27, 1984 (inception) through June 30, 2005, the Company
      issued 94,850 shares of common stock at $5.00 per share as payment of accrued
      dividends on Series B preferred stock.





During
      the period from August 27, 1984 (inception) through June 30, 2005, the Company
      issued 1,337,333 shares of common stock totaling $1,336,609, for conversion
      of
      shares of Series B preferred stock.





See
      accompanying notes to financial statements.





7





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





The
      accompanying financial statements of Entropin, Inc. have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America (“GAAP”) for interim financial information and with the instructions to
      Form 10-QSB and Item 310(b) of Regulation S-B. Certain information and note
      disclosures normally included in financial statements prepared in accordance
      with GAAP have been condensed or omitted under such rules and regulations.
      Accordingly, they do not include all of the information and footnotes required
      by GAAP for complete financial statements. In the opinion of management, the
      financial statements reflect all adjustments considered necessary for a fair
      presentation. The results of operations for the six months ended June 30, 2005
      are not necessarily indicative of the results to be expected for the full year.
      For further information, refer to the financial statements and notes thereto
      included in our annual report on Form 10-KSB for the year ended December 31,
      2004 as filed with the Securities and Exchange Commission on March 31, 2005,
      and
      subsequently amended on April 29, 2005.





1.  Organization
      and summary of significant accounting policies





Organization
      and basis of presentation:





Entropin,
      Inc. (the “Company”), a Delaware corporation, was organized as a California
      corporation in August 1984. The Company is a pharmaceutical research and
      development company focused on the development of its proprietary compound,
      ENT-103, as a pain therapy. Activities from inception include research and
      development, seeking the U.S. Food and Drug Administration, or FDA, approval
      for
      its proprietary compounds, including its current drug candidate, ENT-103, as
      well as fund raising.





As
      of
      June 30, 2005, the Company had total current assets of $185,705. The Company’s
      financial statements have been presented on a going concern basis, which
      contemplates the realization of assets and the satisfaction of liabilities
      in
      the normal course of business. The Company is in the development stage and
      has
      been primarily involved in research and development activities. This has
      resulted in significant operating losses and an accumulated deficit at June
      30,
      2005 of $37,161,697. Management anticipates additional operating losses for
      the
      foreseeable future. These factors, among others, indicate that the Company
      will
      be unable to continue as a going concern unless it can immediately obtain
      significant additional funds to support its operations. The financial statements
      do not include any adjustments related to the recoverability of recorded asset
      amounts that may be necessary should the Company be unable to continue as a
      going concern. In the absence of positive cash flows from operations which
      the
      Company expects will not be possible for several years, if at all, the Company
      is and will remain highly dependent on its ability to secure additional funding
      through the issuance of debt or equity instruments, corporate partnering or
      merger/acquisition arrangements. As the Company was unable to raise sufficient
      additional funds on a timely basis, it was forced to cease its operations prior
      to the end of the second quarter of 2005.





The
      Company does not have capital sufficient to meet the Company’s cash needs,
      including the cost of compliance with the continuing reporting requirements
      of
      the Securities Exchange Act of 1934. The Company will have to seek loans or
      equity placements to cover such cash needs. Lack of existing capital may be
      a
      sufficient impediment to prevent the Company from accomplishing the goal of
      successfully executing a new business strategy. The Company will need to raise
      additional funds to conduct its business activities in the next twelve
      months.





At
      this
      time the Company has no commitments to provide funds. Accordingly, there can
      be
      no assurances that any additional funds will be available to the Company to
      allow it to cover its expenses as they are incurred.





Because
      the Company has not yet completed product development, obtained regulatory
      approval, or verified the market acceptance and demand for any products it
      may
      develop, its activities have been accounted for as those of a “development stage
      enterprise” as set forth in Statement of Financial Accounting Standards No. 7,
“Accounting and Reporting by Development Stage Enterprises”.





Use
      of
      estimates:





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those estimates.





8





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**





Income
      taxes:





The
      Company provides for income taxes utilizing the asset and liability approach
      under which deferred income taxes are recognized based upon currently enacted
      tax laws and rates applicable to the periods in which the taxes are expected
      to
      become payable. A valuation allowance is established for deferred income tax
      assets when their realization is not reasonably assured.





Property
      and equipment:





Office
      furniture and equipment is recorded at cost. Depreciation commences as items
      are
      placed in service and is computed using the straight-line method over their
      estimated useful lives of three years.





Leasehold
      improvements are recorded at cost and amortized using the straight-line method
      over the shorter of their estimated useful life or the related lease term.





Research
      and development costs:





Research
      and development costs are expensed as incurred.





Patents:





The
      Company believes that patents and other proprietary rights are important to
      its
      business. It is the Company’s policy to file patent applications to protect its
      technology, inventions and improvements to inventions that are considered
      important to the development of its business. Patent costs are capitalized
      and
      amortized on a straight-line basis over an estimated useful life of 16 years.
      Amortization expense related to amortizable patents was $24,452 and $28,718
      for
      the six months ended June 30, 2004 and 2005, respectively, and $280,861 from
      inception through June 30, 2005.





Impairment
      of long-lived assets:





The
      Company evaluates its long-lived assets for impairment whenever events or
      changes in circumstances indicate that the carrying amount of such assets or
      intangibles may not be recoverable. Recoverability of assets to be held and
      used
      is measured by a comparison of the carrying amount of an asset to future
      undiscounted net cash flows expected to be generated by the asset. If such
      assets are considered to be impaired, the impairment to be recognized is
      measured by the amount by which the carrying amount of the assets exceeds the
      fair value of the assets. Assets to be disposed of are reported at the lower
      of
      the carrying amount or fair value less costs to sell.





Cash
      equivalents and short-term investments:





The
      Company considers cash equivalents to include only highly liquid securities
      with
      an original maturity of three months or less. Investments with an original
      maturity of more than three months are considered short-term investments and
      have been classified by management as held-to-maturity. At December 31, 2004,
      the Company’s short-term investments consisted entirely of certificates of
      deposit carried at amortized cost with average remaining maturity period of
      71
      days. The Company had no short-term investments at June 30, 2005.





Concentrations
      of credit risk:





The
      Company invests its excess cash principally in certificates of deposit. The
      Company has established guidelines relative to diversification and maturities
      that maintain safety and liquidity. These guidelines are periodically reviewed
      and modified to take advantage of trends in yields and interest rates. The
      Company has not experienced any losses on its cash equivalents or short-term
      investments.





Stock-based
      compensation:





The
      Company follows the fair value method of accounting for employee stock-based
      compensation provided for in Statement of Financial Accounting Standards No.
      123, “Accounting for Stock-Based Compensation”. Compensation cost for stock
      option grants is measured as the fair value of the options using the
      Black-Scholes option pricing model. Amounts recorded for options granted to
      non-employees are determined in accordance with Statement of Financial Accounting
      Standards No. 123 and EITF 96-18 based on the fair value of the consideration
      or
      the fair value of the equity instruments issued, whichever is more reliably
      measured.





9





**ENTROPIN,
      INC.(A DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**


Fair
      value of financial instruments:





The
      carrying amounts of cash, cash equivalents, short-term investments and accounts
      payable are considered to be representative of their respective fair values
      because of their short-term nature.


Loss
      per
      share:





Net
      loss
      per common share is computed using the weighted average number of common shares
      outstanding. Basic and diluted net loss per common share amounts are equivalent
      for the periods presented as the inclusion of common stock equivalents in the
      number of shares used for the diluted computation would be anti-dilutive.
      Dividends on preferred stock, consisting of 10% cumulative dividends and deemed
      dividends related to the beneficial conversion feature and mandatory redemption
      accretion of Series B preferred stock, are added to net loss for the purpose
      of
      determining net loss and net loss per share amounts applicable to common
      stockholders.





Segment
      reporting:





The
      Company currently operates in a single segment. In addition, financial results
      are prepared and reviewed by management as a single operating segment. The
      Company continually evaluates its operating activities and the method utilized
      by management to evaluate such activities and will report on a segment basis
      when appropriate to do so.





2.  Litigation





The
      Company is currently a named defendant in three securities lawsuits. The first
      lawsuit was filed in the Superior Court of the State of California (hereinafter,
      the “State Action”). The second lawsuit was filed in the U.S. District Court for
      the Central District of California (hereinafter, the “Federal Action”). The
      third lawsuit was filed in the District Court for the City and County of Denver,
      Colorado (hereinafter, the “Colorado Action”). The allegations in each of the
      three actions-—e.g., the State Action, the Federal Action and the Colorado
      Action, are virtually identical. Essentially, the Company is accused of making
      false and misleading statements regarding the clinical development of its
      developmental drug Esterom®.





The
      Superior Court formally dismissed the State Action and entered judgment in
      favor
      of the Company and its two directors on August 13, 2004. The plaintiffs,
      however, filed a notice of appeal on August 24, 2004. The plaintiffs in the
      State Action have filed their opening appellate brief and the Company has filed
      its response. The plaintiffs’ reply brief is due on August 11,
      2005.





In
      the
      Federal Action, our summary judgment motion was denied on April 11, 2005. The
      parties appeared before the court for a status conference on May 23, 2005,
      at
      which time the court established mandatory mediation procedures, a discovery
      schedule and set a trial date of June 20, 2006. Deposition discovery has
      commenced and is ongoing.





On
      June
      1, 2005, the Company removed the Colorado Action from state court to federal
      court based upon the recently passed Class Action Fairness Act. After accepting
      jurisdiction, the federal court issued an order to show cause why the case
      should not be transferred to the United States District Court for the Central
      District of California so that it may be consolidated with the Federal Action.
      The parties submitted their responses to the order to show cause on July 15,
      2005. In its response, the Company supported a transfer to the Central District
      of California; however, a co-defendant in the Colorado Action is a Colorado
      corporation and has filed a brief in opposition to the transfer. The Company
      is
      awaiting the court’s ruling.





10





The
      Company believes that it has strong defenses in each of the pending actions.
      However, there is no guarantee that it will be successful in defending against
      the plaintiffs’ claims. The existence of the lawsuits, irrespective of the
      merits, makes it more difficult for the Company to raise the additional funds
      needed to support its continued operations. As of the date of this report,
      the
      Company is not party to any other material legal proceedings.





**Item 2.**  **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**





*The
      following discussion and analysis should be read in conjunction with the
      unaudited financial statements and notes thereto included in Part I - Item
      1 of
      this report, and the audited financial statements and notes thereto contained
      in
      our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004,
      as
      amended.*





The
      following Management’s Discussion and Analysis of Financial Condition and
      Results of Operations and other portions of this Form 10-QSB contain
      forward-looking statements within the meaning of Section 21E of the Securities
      Exchange Act of 1934, as amended, and are subject to the Safe Harbor provisions
      created by that statute. In some cases, you can identify the forward-looking
      statements by terminology such as
“may,”“will,”“should,”“could,”“expects,”“plans,”“anticipates,”“believes,”“estimates,”“predicts,”“potential”
      or “continue” or the negative of these terms or other comparable terminology.
      Our business and results of operations are subject to various risks and
      uncertainties as disclosed under the caption “Factors That May Affect Our Future
      Results and the Trading Price of Our Common Stock” in this Form 10-QSB. These
      risks and uncertainties include our need and ability to raise significant
      additional capital; our history of significant operating losses; our ability
      to
      successfully complete formulation, development and preclinical studies for
      our
      sole drug candidate, ENT-103; the time, cost and uncertainty of obtaining
      regulatory approvals; and our ability to successfully commercialize products.
      The actual results that we achieve may differ materially from any
      forward-looking statements due to these risks and uncertainties and we undertake
      no obligation to update any such forward-looking statements.





We
      were
      incorporated in California in 1984 as Entropin, Inc., or old Entropin, and
      in
      1998 completed a merger with and into Vanden Capital Group, Inc. pursuant to
      which all of the issued and outstanding common shares of old Entropin were
      converted into a majority of Vanden’s common stock. Vanden subsequently changed
      its name to Entropin, Inc. For accounting purposes, the acquisition was treated
      as a recapitalization of old Entropin based upon historical cost, with old
      Entropin as the acquirer. In conjunction with the merger, Entropin, Inc. became
      a Colorado corporation. In June 2002, we changed our state of incorporation
      from
      Colorado to Delaware.





From
      our
      inception in August 1984, we have devoted our resources primarily to funding
      our
      research and development efforts and conducting clinical trials with our
      products. We have been unprofitable since inception and have had no revenue
      from
      the sale of products, and do not expect revenue for the foreseeable future
      until
      we have received FDA approval for one of the proprietary compounds we were
      attempting to develop. As of June 30, 2005, our accumulated deficit was
      approximately $37.2 million.





We
      have
      an immediate need to raise additional funds to continue our operations. As
      of
      June 30, 2005, we had total current assets of $185,705. Our available funds
      are
      not sufficient to allow us to pursue any further development of our proprietary
      drug candidate, ENT-103, including the preclinical work necessary to prepare
      and
      file an Investigational New Drug (IND) application with the FDA or to commence
      human clinical trials for ENT-103. As we were unable to immediately obtain
      significant additional funds to support our operations, we were forced to cease
      our operations prior to the end of the second quarter of 2005.





We
      do not
      have capital sufficient to meet our cash needs, including the cost of compliance
      with the continuing reporting requirements of the Securities Exchange Act of
      1934. We will have to seek loans or equity placements to cover such cash needs.
      Lack of existing capital may be sufficient impediment to prevent us from
      accomplishing the goal of successfully executing a new business strategy. We
      will need to raise additional funds to conduct its business activities in the
      next twelve months.





At
      this
      time, we have no commitments to provide funds. Accordingly, there can be no
      assurances that any additional funds will be available to us to allow us to
      cover our expenses as they are incurred.





11





**Going
      Concern:**





Our
      independent auditors have added an explanatory paragraph in connection with
      the
      December 31, 2004 financial statements, which states that our Company is in
      the
      development stage and has incurred an accumulated deficit at December 31, 2004
      of $35,686,178. At June 30, 2005, the Company had an accumulated deficit of
      $32,161,697. These conditions give rise to substantial doubt about our Company’s
      ability to continue as a going concern. The Company is dependant on its ability
      to secure additional funding through the issuance of debt or equity instruments,
      corporate partnering or merger/acquisition arrangements. The Company ceased
      its
      business operations in the second quarter of 2005.





**Research
      and Development**





Prior
      to
      our current focus on ENT-103, we completed four preclinical animal studies,
      Phase I, Phase II and Phase II/III human clinical trials for our first product,
      known as Esterom solution. In January 2002, we reported that our researchers
      at
      Harvard Medical School had identified the active ingredient in Esterom solution,
      which we named ENT-102. Results of our initial preclinical studies revealed
      that
      ENT-102 effectively blocks nerve impulse conduction and when injected into
      animals may have long-lasting properties to reduce and manage pain.





Based
      on
      these findings and the results of our Phase II/III clinical study with Esterom
      solution, we decided to forego further development of Esterom solution and
      pursue development of ENT-102. In January 2003, we announced the discovery
      of a
      new chemical entity, ENT-103, a simplified derivative of ENT-102. ENT-103 is
      a
      single chemical compound that exists as a single molecular species. In contrast,
      ENT-102 is a single chemical compound comprised of a mixture of four chemical
      species. Due to the demonstrated pain reduction equivalency of ENT-103 and
      ENT-102 in preclinical studies, and the advantages of pursuing regulatory
      approval with a single molecule versus a mixture of four molecules, we decided
      to focus on the development of ENT-103 as a therapy for treatment of acute
      pain.





Our
      current resources are not sufficient to complete the required preclinical
      testing nor to begin or complete a Phase I clinical trial for ENT-103. Assuming
      that we can raise funds to support our operations and our clinical trials are
      successful and we do not experience unexpected delays, we estimate that it
      will
      take at least an additional four to five years to complete the preclinical
      and
      clinical development and testing of ENT-103 so that it can be commercialized.
      Any significant delays in our preclinical development, clinical trials or
      regulatory approval will affect our ability to generate revenue and may harm
      our
      ability to continue to raise the capital needed to complete the
      commercialization of ENT-103. We estimate that an additional $45 million will
      be
      required to complete development and FDA approval of ENT-103. These expenditures
      primarily represent research, clinical trials and general and administrative
      costs. As of June 30, 2005, we have spent a total of approximately $37.1million
      developing ENT-103 and its predecessor products, ENT-102 and Esterom solution.





**Plan
      of Operation**





We
      have
      an immediate need to raise additional funds to continue our operations. Our
      available funds are not sufficient to allow us to pursue any further development
      of our proprietary drug candidate, ENT-103, including the preclinical work
      necessary to prepare and file an Investigational New Drug (IND) application
      with
      the FDA or to commence human clinical trials for ENT-103. We are actively
      seeking additional funding through potential merger/acquisition transactions
      coupled with public or private sales of our equity or debt securities. We also
      intend to seek additional funding from corporate partnerships or licensing
      arrangements or through public or private sales of our equity or debt
      securities. Any such transactions may require us to relinquish rights to some
      of
      our technologies or products, and will be dilutive to our existing stockholders.
      We cannot guarantee that we will be able to complete any such transaction or
      secure additional funds on a timely basis, or at all, and we cannot assure
      that
      such transaction will be on reasonable terms. As we were unable to obtain the
      significant additional funds to support our operations, we had to cease our
      operations prior to the end of the second quarter of 2005 .





We
      do not
      have capital sufficient to meet our cash needs, including the cost of compliance
      with the continuing reporting requirements of the Securities Exchange Act of
      1934. We will have to seek loans or equity placements to cover such cash needs.
      Lack of existing capital may be sufficient impediment to prevent us from
      accomplishing the goal of successfully executing a new business strategy. We
      will need to raise additional funds to conduct its business activities in the
      next twelve months.





At
      this
      time, we have no commitments to provide funds. Accordingly, there can be no
      assurances that any additional funds will be available to us to allow us to
      cover our expenses as they are incurred.





12


**Results
      of Operations**





**Three
      months ended June 30, 2005, compared to three months ended June 30, 2004.**




The
      net
      loss for the three months ended June 30, 2005 was approximately $1 million,
      or
      $0.03 per share on approximately 30.6 million weighted average shares
      outstanding. In comparison, the net loss for the three months ended June 30,
      2004 was approximately $915,000 , or $0.03 per share on approximately 30.6
      million weighted average shares outstanding.





Total
      research and development expenses were approximately $75,000 for the three
      months ended June 30, 2005, as compared to approximately $43,000 for the same
      period in 2004, an increase of $32,000 or 74%.





Total
      general and administrative expenses were approximately $1 million for the three
      months ended June 30, 2005, as compared to approximately $.9 million for the
      same period in 2004, an increase of $100,000 or 11%. Approximately $375,000
      of
      the general and administrative expense incurred during the three months ended
      June 30, 2004 reflected charges to non-cash compensation for the fair value
      of
      stock options and warrants issued for services. No such non-cash charges were
      incurred during the three months ended June 30, 2005.





Interest
      income during the three months ended June 30, 2005 was approximately $4,000
      as
      compared to approximately $3,400 during the same period in 2004, an increase
      of
      $600 or 18%. This increase in interest income reflects higher average balances
      for cash, cash equivalents and short-term investments during the three months
      ended June 30, 2005.





**Six
      months ended June 30, 2005, compared to six months ended June 30, 2004.**





The
      net
      loss for the first six months of 2005 was approximately $1.5 million, or $0.05
      per share on approximately 30.6 million weighted average shares outstanding.
      In
      comparison, the net loss for the first six months of 2004 was approximately
      $2.1
      million, or $0.08 per share on approximately 24.5 million weighted average
      shares outstanding.





Total
      research and development expenses were approximately $131,000 during the first
      six months of 2005, as compared to approximately $352,000 for the first six
      months of 2004, a decrease of $221,000 or 63%. The decrease in research and
      development expenses during the first six months of 2005 compared with the
      same
      period during 2004 reflects the fact that preclinical research was restricted
      during the first six months of 2005 due to cash constraints.





Total
      general and administrative expenses were approximately $1.3 million for the
      first six months of 2005, as compared to approximately $1.7 million for the
      first six months of 2004, a decrease of $.4 million or 24%. Approximately
      $527,000 of the general and administrative expense incurred during the first
      six
      months of 2004 reflected charges to non-cash compensation for the fair value
      of
      stock options and warrants issued for services. No such non-cash charges were
      incurred during the first six months of 2005.





Interest
      income during the first six months of 2005 was approximately $20,800 as compared
      to approximately $5,400 during the first six months of 2004, an increase of
      $15,400 or 285%. This increase in interest income reflects higher average
      balances for cash, cash equivalents and short-term investments during the first
      six months of 2005.





**Liquidity
      and Capital Resources**





As
      of
      June 30, 2005, we had total current assets of approximately $185,700. Our
      financial statements have been presented on a going concern basis. We have
      an
      immediate need to raise additional funds to continue our operations. There
      can
      be no assurance that such additional capital will be available on a timely
      basis
      or on terms acceptable to us, if at all. As we were unable to obtain the
      significant additional funds to support our operations, we had to cease our
      operations prior to the end of the second quarter of 2005.





We
      are in
      the development stage and have been primarily involved in research and
      development activities. This has resulted in significant operating losses and
      an
      accumulated deficit at June 30, 2005 of approximately $37.2 million. Our
      management anticipates additional operating losses for the foreseeable future.
      These factors, among others, indicate that we will be unable to continue as
      a
      going concern unless it can immediately obtain significant additional funds
      to
      support its operations. We have financed our operations since inception
      primarily through the net proceeds generated from the sale of our common and
      preferred stock, and through loans and advances from stockholders that were
      subsequently converted into equity securities. From inception through June
      30,
      2005, we have received net cash proceeds from financing activities aggregating
      approximately $23.7 million. As of June 30, 2005, our working capital was
      approximately $185,700.





13


Our
      liquidity and capital needs relate primarily to working capital, research and
      development of ENT-103, and other general corporate requirements. We have not
      received any cash from operations since inception.





Net
      cash
      used in operating activities was approximately $1.5 million during the first
      six
      months of 2005, compared with approximately $2 million during the first six
      months of 2004. The cash used in operations was primarily related to conducting
      preclinical research studies and maintaining our administrative infrastructure.





**Critical
      Accounting Policies**





We
      routinely grant stock options to compensate officers, directors and employees
      for their services. This practice allows us to conserve our cash resources
      for
      our drug development program. We have adopted the fair value accounting
      provisions of Statement of Financial Accounting Standards No. 123, “Accounting
      for Stock-Based Compensation”. Under these provisions, stock based compensation
      is measured based on the fair value of the options granted using the
      Black-Scholes option-pricing model. Amounts recorded for options granted to
      non-employees are determined in accordance with Statement of Financial
      Accounting Standards No. 123 and EITF 96-18 based on the fair value of the
      consideration or the fair value of the equity instruments issued, whichever
      is
      more reliably measured.





**Factors
      That May Affect Our Future Results and the Trading Price of Our Common Stock**





*An
      investment in shares of our common stock involves a high degree of risk. You
      should consider carefully the following information about these risks, together
      with other information contained in this report and our other filings with
      the
      Securities and Exchange Commission before you decide to buy our stock. If any
      of
      the following risks actually occur, our business, financial condition and
      prospects would likely suffer. Additional risks and uncertainties not presently
      known to us or that we currently deem immaterial may also impair our operations.*





**Going
      Concern:**





Our
      independent auditors have added an explanatory paragraph in connection with
      the
      December 31, 2004 financial statements, which states that our Company is in
      the
      development stage and has incurred an accumulated deficit at December 31, 2004
      of $35,686,178. At June 30, 2005, the Company had an accumulated deficit of
      $32,161,697. These conditions give rise to substantial doubt about our Company’s
      ability to continue as a going concern. The Company is dependant on its ability
      to secure additional funding through the issuance of debt or equity instruments,
      corporate partnering or merger/acquisition arrangements. The Company ceased
      its
      business operations in the second quarter of 2005.





**We
      need to raise additional funds immediately to support our operations. If we
      are
      unable to raise these funds, we will be forced to cease our operations.**





We
      have
      an immediate need to raise additional funds to continue our operations. As
      of
      June 30, 2005, we had total current assets of $185,705. Our financial statements
      have been presented on a going concern basis. Our available funds are not
      sufficient to allow us to begin any further development of our proprietary
      drug
      candidate, ENT-103, including the preclinical work necessary to prepare and
      file
      an Investigational New Drug (IND) application with the FDA or to commence human
      clinical trials for ENT-103. We ceased our business operations in the second
      quarter of 2005. We are actively seeking additional funding through potential
      merger/acquisition transactions coupled with public or private sales of our
      equity or debt securities. We also intend to seek additional funding from
      corporate partnerships or licensing arrangements or through public or private
      sales of our equity or debt securities. Any such transactions may require us
      to
      relinquish rights to some of our technologies or products, and will be dilutive
      to our existing stockholders. We cannot guarantee that we will be able to
      complete any such transaction or secure additional funds on a timely basis,
      or
      at all, and we cannot assure that such transaction will be on reasonable terms.
      As we were unable to obtain significant additional funds to support our
      operations, we had to cease our operations prior to the end of the second
      quarter of 2005 .





We
      do not
      have capital sufficient to meet our cash needs, including the cost of compliance
      with the continuing reporting requirements of the Securities Exchange Act of
      1934. We will have to seek loans or equity placements to cover such cash needs.
      Lack of existing capital may be sufficient impediment to prevent us from
      accomplishing the goal of successfully executing a new business strategy. We
      will need to raise additional funds to conduct its business activities in the
      next twelve months.





At
      this
      time, we have no commitments to provide funds. Accordingly, there can be no
      assurances that any additional funds will be available to us to allow us to
      cover our expenses as they are incurred.





14


**We
      have a history of losses and we may never achieve or maintain profitability.**





To
      date
      we have experienced significant operating losses in funding the research,
      development and testing of our previous drug candidate, Esterom solution, and
      our subsequent and current drug candidates, ENT-102 and ENT-103. We expect
      to
      continue to incur substantial operating losses during our research, development
      and preclinical testing of ENT-103. From our inception through June 30, 2005,
      we
      have incurred cumulative net losses applicable to common stockholders of $37.2
      million. We will not be able to pursue generating revenues from sales of ENT-103
      unless it is approved by the FDA for marketing. FDA approval will take several
      years, if ENT-103 is approved at all, and we may never achieve profitable
      operations.





**The
      securities lawsuits filed against the Company and two of its directors are
      diverting the Company’s resources and attention, and if the Company is required
      to continue to defend against these lawsuits, its business and financial
      condition will continue to be harmed.**





We
      are
      currently a named defendant in three securities lawsuits. The first lawsuit
      was
      filed in the Superior Court of the State of California (hereinafter, the “State
      Action”). The second lawsuit was filed in the U.S. District Court for the
      Central District of California (hereinafter, the “Federal Action”). The third
      lawsuit was filed in the District Court for the City and County of Denver,
      Colorado (hereinafter, the “Colorado Action”). The allegations in each of the
      three actions-—e.g., the State Action, the Federal Action and the Colorado
      Action, are virtually identical. Essentially, we are accused of making false
      and
      misleading statements regarding the clinical development of its developmental
      drug Esterom®.





The
      Superior Court formally dismissed the State Action and entered judgment in
      favor
      of the Company and its two directors on August 13, 2004. The plaintiffs,
      however, filed a notice of appeal on August 24, 2004. The plaintiffs in the
      State Action have filed their opening appellate brief and the Company has filed
      its response. The plaintiffs’ reply brief is due on August 11,
      2005.





In
      the
      Federal Action, our summary judgment motion was denied on April 11, 2005. The
      parties appeared before the court for a status conference on May 23, 2005,
      at
      which time the court established mandatory mediation procedures, a discovery
      schedule and set a trial date of June 20, 2006. Deposition discovery has
      commenced and is ongoing.





On
      June
      1, 2005, the Company removed the Colorado Action from state court to federal
      court based upon the recently passed Class Action Fairness Act. After accepting
      jurisdiction, the federal court issued an order to show cause why the case
      should not be transferred to the United States District Court for the Central
      District of California so that it may be consolidated with the Federal Action.
      The parties submitted their responses to the order to show cause on July 15,
      2005. In its response, the Company supported a transfer to the Central District
      of California; however, a co-defendant in the Colorado Action is a Colorado
      corporation and has filed a brief in opposition to the transfer. We are awaiting
      the court’s ruling.





We
      may
      not be successful in defending against the plaintiffs’ claims in these cases.
      The existence of the lawsuits, irrespective of the merits, makes it more
      difficult for us to raise the additional funds needed to support its continued
      operations. As of the date of this report, we are not party to any other
      material legal proceedings.





**We
      have appointed two new Board members and our other Board directors and executive
      employees have resigned**





On
      May
      13, 2005, the Board of Directors of the Company appointed Mr. Jeffrey Ploen
      and
      Mr. David Norris to the Board.





Following
      these appointments, Drs. Higgins D. Bailey, Randall L. Carpenter and Thomas
      G.
      Tachovsky and Messrs. David M. Chapman, Joseph R. Ianelli, Paul V. Maier and
      Bruce R. Manning resigned from the Board, with each resignation to be effective
      immediately following the Board Meeting held on May 13, 2005.





We
      lost
      the services of our only two full-time executive employees, Thomas Tachovsky
      and
      Patricia Kriss, our Chief Executive Officer and Chief Financial Officer,
      respectively. Dr. Carpenter served on the Company’s Sceintific Committee. Dr.
      Tachovsky served on the Company’s Executive and Scientific Committees.





15


**The
      existing trading market for our securities is limited, which affects the price
      and liquidity of our securities.**





On
      June
      26, 2003, our common stock was delisted from the Nasdaq SmallCap Market and
      now
      trades on the OTC Bulletin Board. Securities trading on the OTC Bulletin Board
      typically suffer from lower liquidity, which may lead to depressed trading
      prices, greater price volatility and difficultly in buying or selling shares,
      particularly in large quantities. Currently, there is a limited trading market
      for our common stock and we cannot predict when, if ever, a fully developed
      public market for the common stock will occur. If a developed public trading
      market for the common stock does develop at a future time, there are no
      assurances that it will be sustained for any period of time. Any sales of shares
      by stockholders in substantial amounts in the public market could adversely
      affect the prevailing market price and could impair our future ability to raise
      capital through the sale of equity securities.





In
      addition, the SEC has adopted regulations which generally define “penny stock”
      to be any listed, trading equity security that has a market price less than
      $5.00 per share or an exercise price of less than $5.00 per share. These
      requirements may restrict the ability of broker-dealers to sell our common
      stock
      and may affect the ability of purchasers in this offering to sell our securities
      in the secondary market.





**We
      may sell additional shares of capital stock in the future, which could dilute
      your investment.**





Our
      Board
      of Directors approved an amendment to the Company’s Certificate of Incorporation
      on August 31, 2004, to increase the number of authorized shares of common stock
      from 50,000,000 shares to 200,000,000 shares. Our stockholders approved the
      proposal to increase the number authorized shares of common stock at a special
      meeting held on November 19, 2004. The approval of this proposal by the
      Company’s stockholders provides the Board of Directors with a significant number
      of additional shares of common stock to issue in fund raising activities and
      for
      other corporate purposes. Our Certificate of Incorporation also provides for
      the
      issuance of up to 10,000,000 shares of preferred stock. The issuance of these
      additional shares of common stock and/or preferred stock will have a dilutive
      effect on the equity and voting power of the existing holders of our common
      stock. It may also adversely affect the market price of our common stock. As
      of
      June 30, 2005, there were 30,645,341 shares of common stock issued and
      outstanding and 3,210,487 shares of Series A’ preferred stock.





**The
      price of common stock has fluctuated greatly over the past several years and
      we
      expect this volatility to continue.**





The
      market prices and trading volumes for the securities of development stage
      companies in general, and for our securities in particular, have historically
      been highly volatile and have experienced significant price and volume
      fluctuations. These fluctuations may or may not be related to our operating
      performance, and the announcement of developments regarding our products,
      regulatory approval status, competition, government regulation or other matters
      that are material to our business or prospects may cause significant swings
      in
      our stock prices.





**Item 3.**  **CONTROLS
      AND PROCEDURES**





**(A)**  **Evaluation
      of Disclosure Controls and Procedures**





As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of the Company’s Principal
      Executive Officer/Principal Financial Officer of the effectiveness of the design
      and operation of the Company’s disclosure controls and procedures. The Company’s
      disclosure controls and procedures are designed to provide a reasonable level
      of
      assurance of achieving the Company’s disclosure control objectives. The
      Company’s Principal Executive Officer/Principal Financial Officer has concluded
      that the Company’s disclosure controls and procedures are, in fact, effective at
      this reasonable assurance level as of the period covered. In addition, the
      Company reviewed its internal controls, and there have been no significant
      changes in its internal controls or in other factors that could significantly
      affect those controls subsequent to the date of their last evaluation or from
      the end of the reporting period to the date of this Form 10-QSB.





**(B)**  **Changes
        in Internal Controls Over Financial Reporting**





In
      connection with the evaluation of the Company’s internal controls during the
      Company’s second fiscal quarter ended June 30, 2005, the Company’s Principal
      Executive Officer/Principal Financial Officer has determined that there are
      no
      changes to the Company’s internal controls over financial reporting that has
      materially affected, or is reasonably likely to materially effect, the Company’s
      internal controls over financial reporting.





16





**PART
      II.**





**OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





We
      are
      currently a named defendant in three securities lawsuits. The first lawsuit
      was
      filed in the Superior Court of the State of California (hereinafter, the “State
      Action”). The second lawsuit was filed in the U.S. District Court for the
      Central District of California (hereinafter, the “Federal Action”). The third
      lawsuit was filed in the District Court for the City and County of Denver,
      Colorado (hereinafter, the “Colorado Action”). The allegations in each of the
      three actions-—e.g., the State Action, the Federal Action and the Colorado
      Action, are virtually identical. Essentially, we are accused of making false
      and
      misleading statements regarding the clinical development of its developmental
      drug Esterom®.





The
      Superior Court formally dismissed the State Action and entered judgment in
      favor
      of the Company and its two directors on August 13, 2004. The plaintiffs,
      however, filed a notice of appeal on August 24, 2004. The plaintiffs in the
      State Action have filed their opening appellate brief and the Company has filed
      its response. The plaintiffs’ reply brief is due on August 11,
      2005.





In
      the
      Federal Action, our summary judgment motion was denied on April 11, 2005. The
      parties appeared before the court for a status conference on May 23, 2005,
      at
      which time the court established mandatory mediation procedures, a discovery
      schedule and set a trial date of June 20, 2006. Deposition discovery has
      commenced and is ongoing.





On
      June
      1, 2005, the Company removed the Colorado Action from state court to federal
      court based upon the recently passed Class Action Fairness Act. After accepting
      jurisdiction, the federal court issued an order to show cause why the case
      should not be transferred to the United States District Court for the Central
      District of California so that it may be consolidated with the Federal Action.
      The parties submitted their responses to the order to show cause on July 15,
      2005. In its response, the Company supported a transfer to the Central District
      of California; however, a co-defendant in the Colorado Action is a Colorado
      corporation and has filed a brief in opposition to the transfer. We are awaiting
      the court’s ruling.





We
      may
      not be successful in defending against the plaintiffs’ claims in these cases.
      The existence of the lawsuits, irrespective of the merits, makes it more
      difficult for us to raise the additional funds needed to support its continued
      operations. As of the date of this report, we are not party to any other
      material legal proceedings.





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





None.





**Item
      3.**  **Defaults
      Upon Senior Securities**





None.





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders**





There
      have been no matters submitted to a vote of security holders during the
      quarterly period ended March 31, 2005 through the solicitation of proxies or
      otherwise.





**Item
      5.**  **Other
      Information**





None.





17


**Item
      6.**  **Exhibits**





**Exhibits**





**Exhibit
                Number**
            **Description**2.1
            Agreement
                of Plan of Merger, dated May 2, 2002, by and between Entropin, Inc.,
                a
                Delaware Corporation and Entropin, Inc., a Colorado corporation
                (1)3.1
            Certificate
                of Incorporation of Entropin, Inc., a Delaware corporation
                (2)3.2
            Bylaws
                of Entropin, Inc., a Delaware corporation (2)3.3
            Certificate
                of Designations of Series A’ Preferred Stock of Entropin, Inc.
                (3)3.4
            Certificate
                of Amendment to Certificate of Incorporation (4)4.1
            Form
                of Common Stock Purchase Warrant (5)4.2
            Warrant
                for Common Stock issued to Navidec Financial Services, Inc.
                (6)10.1
            Agreement
                and Plan of Merger, dated December 9, 1997 between Vanden Capital
                Group,
                Inc. and Entropin, Inc. (7)10.2
            Lease
                Agreement, dated February 1, 1998, between the Registrant and Thomas
                T.
                Anderson (8)10.3
            1998
                Compensatory Stock Plan (9)10.4
            Employment
                Agreement, dated December 1, 1999, between Entropin, Inc. and Thomas
                Tachovsky. (10)10.5
            Amended
                and Restated Investment Banking Agreement, dated December 11, 2003,
                between Entropin, Inc. and InvestLinc Securities, LLC.
                (10)10.6
            Form
                of Indemnification Agreement for the officers and directors
                (11)31.1
            Certification
                of Chief Executive Officer31.2
            Certification
                of Chief Financial Officer32.1
            Certification
                of President and Chief Executive Officer under Section 906 of the
                Sarbanes-Oxley Act of 2002.32.2
            Certification
                of Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                Act of
                2002.






(1)  Incorporated
      by reference to the like numbered exhibit filed with the Registrant’s quarterly
      report on Form 10-QSB on August 14, 2002.




(2)  Incorporated
      by reference from the like numbered exhibits as filed with the Registrant’s
      Current Report on Form 8-K on June 26, 2002.




(3)  Incorporated
      by reference from the like numbered exhibit as filed with the Registrant’s
      annual report on Form 10-KSB/A on April 30, 2003.




(4)  Incorporated
      by reference from Exhibit A filed with the Registrant’s Proxy Statement on
      October 1, 2004.




(5)  Incorporated
      by reference to the exhibit filed with the Registrant’s Registration Statement
      on Form SB-2/A, No. 333-11308, on March 15, 2000.




(6)  Incorporated
      by reference from the exhibit as filed with the Registrant’s annual report on
      Form 10-KSB on March 30, 2004.




(7)  Incorporated
      by reference from the exhibit filed with the Registrant’s Current Report on Form
      8-K, as amended, on January 15, 1998.




(8)  Incorporated
      by reference from the exhibit filed with the Registrant’s Annual Report on Form
      10-KSB, on April 15, 1998, as amended.




(9)  Incorporated
      by reference from exhibit filed with the Registrant’s Registration Statement on
      Form S-8 on December 30, 1998.




(10)  Incorporated
      by reference to the exhibit filed with the Registrant’s Registration Statement
      on Form SB-2/A, No. 333-110159, on December 17, 2003.





(11)
      Incorporated by reference from Exhibit 10.1 as filed with the Registrant’s
      Current Report on Form 8-K filed on September
      17, 2004.





18





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Company caused this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




ENTROPIN,
                INC., a Delaware corporationDate:
                August 9, 2005
            By:
                /s/ David
                NorrisDavid
                NorrisChief
                Executive OfficerDate:
                August 9, 2005
            By:
                  /s/ David
                  NorrisDavid
                NorrisChief
                Financial Officer








19