8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

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

Date of Report (Date of earliest event reported): July 20, 2007

CIRCUIT RESEARCH LABS, INC.

(Exact name of registrant as specified in its chapter)

Arizona
(State or other jurisdiction
of incorporation) 0-11353
(Commission
File Number) 86-0344671
(IRS Employer
Identification No.)

7970 S. Kyrene Rd.
Tempe, Arizona 85284

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 403-8300

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note: The registrant filed a Form 8-K on July 26, 2007 setting forth in Item 4.01 information regarding a change in its auditors. The text of that Item 4.01 disclosure is set forth below. This amendment adds Exhibit 16.1 to the Form 8-K.

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) On July 20, 2007, McGladrey & Pullen, LLP notified Circuit Research Labs, Inc. (the “Company”) that it resigned as the Company’s independent registered public accounting firm effective July 20, 2007.

The audit report of McGladrey & Pullen, LLP on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2006 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The McGladrey & Pullen, LLP audit report relating to its audit of the Company’s financial statements for the fiscal year ended December 31, 2006 included an emphasis paragraph relating to uncertainty as to the Company’s ability to continue as a going concern.

In connection with the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2006 and through the date of McGladrey & Pullen, LLP’s resignation, there were: (1) no disagreements with McGladrey & Pullen, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to McGladrey & Pullen, LLP satisfaction, would have caused McGladrey & Pullen, LLP to make reference to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial statements for such year and (2) no reportable events within the meaning set forth in Item 304(a)(1)(iv)(B) of Regulation S-B.

(b) The Company has engaged Semple,Marchal & Cooper, LLP as its new independent registered public accounting firm. The Company’s decision to engage Semple,Marchal &Cooper, LLP was approved by its Audit Committee on July 25, 2007. During the last two fiscal years and subsequent interim periods preceding their engagement, Semple,Marchal & Cooper, LLP was not consulted on any matter relating to accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

     16.1. Letter of McGladrey & Pullen LLP re change in certifying accountant (filed herewith).

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SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIRCUIT RESEARCH LABS, INC.
Date: July 30, 2007	By:	/s/ Robert McMartin
	Name:	Robert McMartin
	Title:	Executive Vice President and Chief Financial Officer

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EX-16.1

Exhibit 16.1

July 30, 2007

Securities and Exchange Commission
Washington, D.C. 20549

Commissioners:

We have read Circuit Research Lab, Inc.’s statements included under Item 4.01 of its Form 8-K filed on July 26, 2007, and we agree with such statements concerning our firm.

McGladrey & Pullen LLP

COVER

Circuit Research Labs, Inc.
7970 South Kyrene Road
Tempe, Arizona 85284
(480) 403-8300

July 30, 2007

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Gopal Dharia, Staff Accountant

Re:	Circuit Research Labs, Inc.
	Form 8-K (Item 4.01)
	Filed on July 26, 2007
	File No. 0-11353

Ladies and Gentlemen:

     In accordance with the comments of the staff contained in a letter, dated July 27, 2007, relating to the above-referenced filing (the “Filing”), the undersigned officer of Circuit Research Labs, Inc. (the “Company”), on behalf of the Company, acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the Filing;

• staff comments or changes to disclosure in response to staff comments in the Filing reviewed by the staff do not foreclose the Securities and Exchange Commission from taking any action with respect to the Filing; and

• the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

Very truly yours, Circuit Research Labs, Inc.
By:	/s/ Robert McMartin
	Name:	Robert McMartin
	Title:	Executive Vice President and Chief Financial Officer

July 30, 2007

VIA FEDERAL EXPRESS

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Gopal Dharia, Staff Accountant

Re:	Circuit Research Labs, Inc.
	Form 8-K, Item 4.01
	Filed on July 26, 2007
	File No. 0-11353

Ladies and Gentlemen:

     On behalf of Circuit Research Labs, Inc. (the “Company”), and in response to the comments of the Staff contained in a letter dated July 27, 2007, relating to the above-referenced filing, be advised that the Company has today filed an amendment to the referenced Form 8-K to include the required letter from its former auditor, which is included as Exhibit 16.1 to the amended filing.

     Please do not hesitate to call the undersigned at (602) 528-4801 if you have any further questions or if we can be of further assistance.

Very truly yours,

SQUIRE, SANDERS & DEMPSEY L.L.P.
 

/s/ Joseph P. Richardson
 

Joseph P. Richardson 

JPR/mb

cc: Robert McMartin (Circuit Research Labs, Inc.)