UNITED STATES

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

Date of Report (Date of earliest event reported) ~~March~~August 1726, 2004

~~MISSOURI~~ENTREMETRIX ~~RIVER AND GOLD GEM~~ CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-33109	81-0444479
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2024 105th Pl. S.E., Everett, WA	98208
(Address of Principal Executive Offices)	(Zip Code)

18101 Von Karman Ave Suite 330 Irvine, CA 92651

~~Registrant's~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area~~Offices) ~~code:~~ (~~425)~~Zip ~~337-7778~~Code)

Registrant's telephone number, including area code: (888) 798-8100

Not Applicable

(Former name or former address, if changed since last report.)

~~Item 4.~~ITEM ~~Changes~~5.02(b) inRESIGNATION ~~Registrant's~~OF ~~Certifying Accountant~~DIRECTORS

On August 25, 2004, Mark Absher announced his resignation as a director of EntreMetrix Corporation (the "Company"), the Company's wholly-owned subsidiary, EnStruxis, Inc., and any other affiliates associated therewith, effective immediately.

(On August 26, 2004, Vincent Michael Keyes, III announced his resignation as a) director of the Company, the Company's wholly-owned subsidiary, EnStruxis, Inc., and any other affiliates associated therewith, effective immediately.

~~DeCoria,~~On ~~Maichel~~August &26, ~~Teague~~2004, ~~P.S.~~subsequent to, and effective after, his appointment of Scott Absher and George Lefevre as directors of the Company's ~~independent~~and ~~accountant~~EnStruxis, ~~resigned~~Inc. asto fill the ~~independent~~ ~~accountant~~vacancies ~~for~~caused by the ~~Company~~resignations of Mr. Keyes and Mr. Mark Absher as directors (as disclosed in Item 5.02(c) below) of the respective companies, Arthur Richard Lefevre announced his resignation as a ~~letter~~director ~~dated~~of ~~March~~the 17Company, the ~~2004~~Company's wholly-owned subsidiary, EnStruxis, Inc., and any other affiliates associated therewith.

~~DeCoria,~~ITEM ~~Maichel & Teague P~~5.~~S.'s~~02(c) ~~report~~APPOINTMENT onOF the Company's financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to certainty, audit scope, or accounting principles.DIRECTORS

On August 26, 2004, Arthur Richard Lefevre appointed Scott Absher and George Lefevre as directors of the Company and EnStruxis, Inc. to fill the vacancies on the board of the respective companies caused by the resignations of Mr. Keyes and Mr. Mark Absher as directors thereof.

~~The~~Scott ~~decision~~Absher is the Company's current Chief Executive Officer and George Lefevre is its Chief Financial Officer and Secretary. Each of them previously provided, and continue to ~~change~~provide, ~~accountants~~consulting ~~was~~services ~~approved~~to bythe Company pursuant to the ~~board~~terms and conditions of ~~directors~~that ofcertain Business Consulting Agreement, dated April 20, 2004 (the "Consulting Agreement"), in exchange for the issuance of 2,450,000 shares of the Company's common stock each to Scott Absher and George Lefevre. The shares are registered in a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 23, 2004, and are subject to forfeiture pursuant to terms of the Consulting Agreement, which has been filed as an exhibit to the Form S-8.

~~During~~ITEM ~~the~~8.01 ~~Company's~~OTHER two most recent fiscal years and all subsequent interim periods preceding the resignation of the Company's accountant, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in connection with the report.EVENTS

On August 19, 2004, a civil complaint for breach of contract, declaratory relief, fraud, rescission and appointment of a receiver was filed with the Superior Court of the State of California for the County of Orange, entitled Richard McKinley v. EntreMetrix Corporation, et al., Case No. 04CC08721. The complaint was filed by Richard McKinley ("McKinley"), the former ~~accountant~~president of EntreMetrix Corporation (the "Company"), after the Company's ~~letter~~board of directors ~~resignation~~had isterminated ~~attached~~McKinley for cause from all officer positions formerly held by him and had cancelled the shares issued to ~~this~~McKinley ~~Form~~in ~~8-K~~connection aswith ~~Exhibit~~the 16Company's acquisition of all of the outstanding stock of EnStruxis, Inc.1 that were to be held on behalf of the Company for use in future acquisitions. McKinley ~~The~~seeks, ~~former~~among ~~accountant~~other ~~has~~things, ~~provided~~damages and a ~~letter~~rescission toof the Company's ~~addressed~~acquisition of all of outstanding capital stock of EnStruxis, Inc. (formerly known as EntreMetrix Corporation) pursuant to the ~~Securities~~terms and ~~Exchange~~conditions ~~Commission~~of ~~stating~~ that certain itStock ~~agrees~~Purchase ~~with~~Agreement by and among the Company, the plaintiff and EnStruxis, Inc. McKinley sought, without notice to the ~~statements~~Company ~~made~~and without an opportunity to defend by the Company, ~~above~~a ~~regarding~~broad ~~the~~temporary ~~former~~restraining ~~accountant's~~order, ~~resignation~~including the appointment of a receiver. The ~~former~~Court ~~accountant~~denied a broad temporary restraining order, but granted a limited order. Under the limited order, the Company may not cancel McKinley's ~~letter~~stock, isissue ~~attached~~new tostock ~~this~~without ~~Form~~the ~~8-K~~Court's consent, asor incur any expenditure, liability, obligation or issue any check, ~~Exhibit~~draft, 16or other instrument unless such instrument bears the signature of McKinley as well as an officer or director of the Company.2.

~~(b)~~The Company believes that the complaint is without merit and intends to defend the action vigorously.

The Company has engaged Spector & Wong, LLP, independent accountants, as the Company's principal accountant to audit the Company's financial statements. The date of the engagement is April 6, 2004.
Item 7. Exhibits.
The following exhibits are filed as part of this Current Report on Form 8K:
16.1 Letter, dated March 17, 2004, from DeCoria, Maichel & Teague P.S. submitting its resignation as the Company's independent accountant.
16.2 Letter, dated April 6, 2004, from DeCoria, Maichel & Teague P.S. addressed to the Securities and Exchange Commission stating that it agrees with the statements made by the Company in this Form 8-K regarding its resignation.
[Remainder of Page Left Intentionally Blank.]

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.

	MISSOURI RIVER AND GOLD GEM CORPORATION,
	a Nevada corporation
Date: April 6, 2004	By:/s/ Ruchard R. McKinley
	Richard R. McKinley President

ENTREMETRIX CORPORATION,

a Nevada corporation

Date: August 31, 2004	By /s/ Scott W. Absher
	Scott W. Absher, Chief Executive Officer

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