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


                                 March 31, 1998
                Date of Report (date of earliest event reported)



                                 U.S. PAWN, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



Colorado                              0-18291                   84-0819941
----------------------------        ------------               -------------
(State or other jurisdiction        (Commission                (IRS Employer
of incorporation)                   File Number)               I.D. Number)



                              7125 Lowell Boulevard
                           Westminster, Colorado 80030
                    (Address of principal executive offices)



Registrant's telephone number, including area code: (303) 657-3550


                                       N/A
          (Former name or former address, if changed since last report)






<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant.

     Pursuant to Item 304 of  Regulation  S-K, the Company  makes the  following
representations:


(i)       On March 26, 1998, AJ. Robbins,  PC, Certified Public  Accountants and
          Consultants,  3033  East  1st  Avenue,  Denver,  Colorado,  Certifying
          Accountant for U.S. Pawn, Inc. (the "Company")  resigned as Certifying
          Accountant for the Company due to certain independence issues.

(ii)      None of the prior  certifying  accountant's  reports on the  Company's
          financial  statements  for the past two  years  contained  an  adverse
          opinion or disclaimer of opinion,  or was modified as to  uncertainty,
          audit scope or accounting principle.

(iii)     The  appointment of the new certifying  accountant was  recommended by
          the Audit  Committee of the Company's  Board of Directors and approved
          by the Company's Board of Directors.

(iv)      During the  Company's  two most  recent  fiscal  years and  subsequent
          interim period up to the date of the change in certifying  accountant,
          there were no disagreements  with the former certifying  accountant on
          any matter of accounting  principle or practices,  financial statement
          disclosure, or auditing scope or procedure, which disagreement(s),  if
          any, not resolved to the  satisfaction of AJ. Robbins,  PC, would have
          caused AJ.Robbins, PC to make a reference to the subject matter of the
          disagreement(s) in connection with his report.

(v)       Effective  March 30, 1998, the Company has engaged the accounting firm
          of Ehrhardt Keefe Steiner & Hottman,  Certified Public Accountants and
          Consultants,  7979 East Tufts Avenue, Denver,  Colorado, as Certifying
          Accountant for the year ending December 31, 1997.

(vi)      The Company did not consult with Ehrhardt Keefe Steiner & Hottman with
          regard  to  any  matter   concerning  the  application  of  accounting
          principles to any specific transactions, either completed or proposed,
          or the type of audit  opinion  that might be rendered  with respect to
          the Company's financial statements prior to engaging the firm.

(vii)     The Company has requested that AJ.  Robbins,  PC review the disclosure
          in this  Report  and that the firm has been given the  opportunity  to
          furnish  the  Company  with  a  letter  addressed  to  the  Commission
          containing  any  new  information,   clarification  of  the  Company's
          expression  of its  views,  or the  respect in which it does not agree
          with the statements made by the Company  herein.  Such letter is filed
          as an exhibit to this Report.













<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     1.   Statement  of  former   certifying   accountant  in  response  to  the
          information disclosed under Item 4. of this Report.

                                AJ. ROBBINS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                                 AND CONSULTANTS
                         3033 EAST 1ST AVENUE, SUITE 201
                             DENVER, COLORADO 80206

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read and agree with the comments in Item 4 of Form 8-K of US Pawn,  Inc.
dated March 31, 1998.

                                            AJ. ROBBINS, P.C.
                                            CERTIFIED PUBLIC ACCOUNTANTS
                                            AND CONSULTANTS

Denver, Colorado
March 31, 1998




                                   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.

     Dated: March 31, 1998


                                                      U.S. PAWN, INC.




                                            by:  /s/  Charles C. Van Gundy
                                                      --------------------------
                                                      Charles C. Van Gundy
                                                      President
                                                      Chief Executive Officer
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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

                                 March 31, 1998
                Date of Report (date of earliest event reported)

                                 U.S. PAWN, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

Colorado                              0-18291                   84-0819941
----------------------------        ------------               -------------
(State or other jurisdiction        (Commission                (IRS Employer
of incorporation)                   File Number)               I.D. Number)

                              7125 Lowell Boulevard
                           Westminster, Colorado 80030
                    (Address of principal executive offices)

Registrant's telephone number, including area code: (303) 657-3550

                                       N/A
          (Former name or former address, if changed since last report)
Item 4.  Changes in Registrant's Certifying Accountant.

     Pursuant to Item 304 of  Regulation  S-K, the Company  makes the  following
representations:

(i)       On March 26, 1998, AJ. Robbins,  PC, Certified Public  Accountants and
          Consultants,  3033  East  1st  Avenue,  Denver,  Colorado,  Certifying
          Accountant for U.S. Pawn, Inc. (the "Company")  resigned as Certifying
          Accountant for the Company due to certain independence issues.

(ii)      None of the prior  certifying  accountant's  reports on the  Company's
          financial  statements  for the past two  years  contained  an  adverse
          opinion or disclaimer of opinion,  or was modified as to  uncertainty,
          audit scope or accounting principle.

(iii)     The  appointment of the new certifying  accountant was  recommended by
          the Audit  Committee of the Company's  Board of Directors and approved
          by the Company's Board of Directors.

(iv)      During the  Company's  two most  recent  fiscal  years and  subsequent
          interim period up to the date of the change in certifying  accountant,
          there were no disagreements  with the former certifying  accountant on
          any matter of accounting  principle or practices,  financial statement
          disclosure, or auditing scope or procedure, which disagreement(s),  if
          any, not resolved to the  satisfaction of AJ. Robbins,  PC, would have
          caused AJ.Robbins, PC to make a reference to the subject matter of the
          disagreement(s) in connection with his report.

(v)       Effective  March 30, 1998, the Company has engaged the accounting firm
          of Ehrhardt Keefe Steiner & Hottman,  Certified Public Accountants and
          Consultants,  7979 East Tufts Avenue, Denver,  Colorado, as Certifying
          Accountant for the year ending December 31, 1997.

(vi)      The Company did not consult with Ehrhardt Keefe Steiner & Hottman with
          regard  to  any  matter   concerning  the  application  of  accounting
          principles to any specific transactions, either completed or proposed,
          or the type of audit  opinion  that might be rendered  with respect to
          the Company's financial statements prior to engaging the firm.

(vii)     The Company has requested that AJ.  Robbins,  PC review the disclosure
          in this  Report  and that the firm has been given the  opportunity  to
          furnish  the  Company  with  a  letter  addressed  to  the  Commission
          containing  any  new  information,   clarification  of  the  Company's
          expression  of its  views,  or the  respect in which it does not agree
          with the statements made by the Company  herein.  Such letter is filed
          as an exhibit to this Report.
Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     1.   Statement  of  former   certifying   accountant  in  response  to  the
          information disclosed under Item 4. of this Report.

                                AJ. ROBBINS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                                 AND CONSULTANTS
                         3033 EAST 1ST AVENUE, SUITE 201
                             DENVER, COLORADO 80206

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read and agree with the comments in Item 4 of Form 8-K of US Pawn,  Inc.
dated March 31, 1998.

                                            AJ. ROBBINS, P.C.
                                            CERTIFIED PUBLIC ACCOUNTANTS
                                            AND CONSULTANTS

Denver, Colorado
March 31, 1998

                                   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.

     Dated: March 31, 1998

                                                      U.S. PAWN, INC.

                                            by:  /s/  Charles C. Van Gundy
                                                      --------------------------
                                                      Charles C. Van Gundy
                                                      President
                                                      Chief Executive Officer