SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K


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


       Date of Report (date of earliest event reported): January 27, 1997


                         CERX ENTERTAINMENT CORPORATION
             (Exact Name of Registrant as specified in its Charter)


                                     Nevada
                 (State or other jurisdiction of incorporation)


       0-25022                                              72-1148906
(Commission File Number)                            (IRS Employer Ident. Number)


              90 Madison Street, Suite 707, Denver, Colorado 80206
            (Address of Principal Executive Offices, incl. Zip Code)


         Registrant's telephone number, incl. area code: (303) 355-3350


          (Former name or former address, if changed since last report)
<PAGE>



Item 5.  Other Events.


     Change of Corporate Name

     Chelsea Atwater, Inc., a Nevada corporation, has changed its corporate name
to  CERX  ENTERTAINMENT  CORPORATION  (the  "Company").  The  Company  filed  an
amendment to its certificate  (articles) of  incorporation  on January 27, 1997,
with the Nevada  Secretary  of State  changing  its name to CEREX  ENTERTAINMENT
CORPORATION.   However,  after  effecting  this  change  of  name,  the  Company
discovered  certain name conflicts.  Accordingly,  effective March 19, 1997, the
Company again filed an amendment to its certificate  (articles) of incorporation
with the Nevada  Secretary of State,  this time changing the  corporate  name to
CERX  ENTERTAINMENT  CORPORATION,  that is,  dropping the second "e" in the word
Cerex. There appear to be no conflicts affecting use of the name CERX.

     The common  stock of the Company is quoted on the OTC  Electronic  Bulletin
Board under new symbol CERX (former symbol CHWT).

     In connection with its current business,  the Company has reserved numerous
domain names or URL's  (uniform  resource  locators) on the Internet,  including
cerx.com and cerx.net.

     Amendment of Certificate of Incorporation and Bylaws

     In addition to the filing of amendments  for name changes  noted above,  on
February  28,  1997,  the  Company  filed with the Nevada  Secretary  of State a
comprehensive   amendment  which  amended  the  Company's  existing  certificate
(articles) of incorporation in their entirety,  which is attached to this report
as an exhibit. The Company's board of directors has adopted a new set of bylaws,
which also are attached as an exhibit to this report.

     Establishment and Designation of Series A Preferred Stock

     The Board of  Directors,  pursuant to statutory  authority set forth in the
Nevada  General  Corporation  Law and to authority  contained  in the  Company's
articles of incorporation as amended to date, by resolution established a series
of preferred stock consisting of 4,000,000  shares,  designated as the SERIES A,
6.75%  NON-VOTING   CONVERTIBLE   PREFERRED   STOCK.   The  terms,   privileges,
preferences,  restrictions  and  limitations of such series is set forth in that
resolution,  which has been duly filed with the Nevada  Secretary of State under
cover of a  certificate  of  amendment,  which is attached as an exhibit to this
report.

     Amendment of 1994 Compensatory Stock Option Plan

     The  Board  of  Directors  has  amended  Section  6 of the  Company's  1994
Compensatory  Stock Option Plan,  relating to the term of options  granted under
that plan and  employment  with the  Company.  The  amendment  is attached as an
exhibit to this report.


Item 7.  Financial Statements and Exhibits.


     (a) Financial Statements. NOT APPLICABLE.


     (b) Pro Forma Financial Information. NOT APLICABLE.

                                        2
<PAGE>



     (c)  Exhibits.  The following  documents are filed  herewith as exhibits to
this report on Form 8-K.  References  in the list of  exhibits to the  "Company"
refer to Cerx Entertainment Corporation.


     3.1  Certificate  of  Amendment  of the Company  (effecting  name change to
          Cerex Entertainment Corporation) as filed with the Nevada Secretary of
          State on January 27, 1997.

     3.2  Certificate  of  Amendment  of the Company  (amending  certificate  of
          incorporation  in its entirety) as filed with the Nevada  Secretary of
          State on February 28, 1997.

     3.3  Certificate of Amendment of the Company  (establishing and designating
          the  Series A, 6.75%  Non-Voting  Convertible  Preferred  Stock of the
          Company)  as filed  with the  Nevada  Secretary  of State on March 12,
          1997.

     3.4  Certificate of Amendment of the Company (effecting name change to Cerx
          Entertainment Corporation) as filed with the Nevada Secretary of State
          on March 19, 1997.

     3.5  Bylaws of the Company.

     10.1 Amendment to 1994  Compensatory  Stock Option Plan dated  December 23,
          1996.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

DATED: March 20, 1997
                                           CERX ENTERTAINMENT CORPORATION



                                           By: /s/ John D. Brasher Jr.
                                           ---------------------------
                                           John D. Brasher Jr., President and
                                           Chief Executive Officer

                                        3
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{"company-data": {"conformed-name": "CHELSEA ATWATER INC /NV/", "cik": "0000932127", "assigned-sic": "6770", "irs-number": "721148906", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25022", "film-number": "97559961"}, "business-address": {"street1": "90 MADISON STREET", "street2": "SUITE 707", "city": "DENVER", "state": "CO", "zip": "80206", "phone": "3033553000"}, "mail-address": {"street1": "90 MADISON STREET", "street2": "SUITE 707", "city": "DENVER", "state": "CO", "zip": "80206"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

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

       Date of Report (date of earliest event reported): January 27, 1997

                         CERX ENTERTAINMENT CORPORATION
             (Exact Name of Registrant as specified in its Charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

       0-25022                                              72-1148906
(Commission File Number)                            (IRS Employer Ident. Number)

              90 Madison Street, Suite 707, Denver, Colorado 80206
            (Address of Principal Executive Offices, incl. Zip Code)

         Registrant's telephone number, incl. area code: (303) 355-3350

          (Former name or former address, if changed since last report)
Item 5.  Other Events.

     Change of Corporate Name

     Chelsea Atwater, Inc., a Nevada corporation, has changed its corporate name
to  CERX  ENTERTAINMENT  CORPORATION  (the  "Company").  The  Company  filed  an
amendment to its certificate  (articles) of  incorporation  on January 27, 1997,
with the Nevada  Secretary  of State  changing  its name to CEREX  ENTERTAINMENT
CORPORATION.   However,  after  effecting  this  change  of  name,  the  Company
discovered  certain name conflicts.  Accordingly,  effective March 19, 1997, the
Company again filed an amendment to its certificate  (articles) of incorporation
with the Nevada  Secretary of State,  this time changing the  corporate  name to
CERX  ENTERTAINMENT  CORPORATION,  that is,  dropping the second "e" in the word
Cerex. There appear to be no conflicts affecting use of the name CERX.

     The common  stock of the Company is quoted on the OTC  Electronic  Bulletin
Board under new symbol CERX (former symbol CHWT).

     In connection with its current business,  the Company has reserved numerous
domain names or URL's  (uniform  resource  locators) on the Internet,  including
cerx.com and cerx.net.

     Amendment of Certificate of Incorporation and Bylaws

     In addition to the filing of amendments  for name changes  noted above,  on
February  28,  1997,  the  Company  filed with the Nevada  Secretary  of State a
comprehensive   amendment  which  amended  the  Company's  existing  certificate
(articles) of incorporation in their entirety,  which is attached to this report
as an exhibit. The Company's board of directors has adopted a new set of bylaws,
which also are attached as an exhibit to this report.

     Establishment and Designation of Series A Preferred Stock

     The Board of  Directors,  pursuant to statutory  authority set forth in the
Nevada  General  Corporation  Law and to authority  contained  in the  Company's
articles of incorporation as amended to date, by resolution established a series
of preferred stock consisting of 4,000,000  shares,  designated as the SERIES A,
6.75%  NON-VOTING   CONVERTIBLE   PREFERRED   STOCK.   The  terms,   privileges,
preferences,  restrictions  and  limitations of such series is set forth in that
resolution,  which has been duly filed with the Nevada  Secretary of State under
cover of a  certificate  of  amendment,  which is attached as an exhibit to this
report.

     Amendment of 1994 Compensatory Stock Option Plan

     The  Board  of  Directors  has  amended  Section  6 of the  Company's  1994
Compensatory  Stock Option Plan,  relating to the term of options  granted under
that plan and  employment  with the  Company.  The  amendment  is attached as an
exhibit to this report.

Item 7.  Financial Statements and Exhibits.

     (a) Financial Statements. NOT APPLICABLE.

     (b) Pro Forma Financial Information. NOT APLICABLE.

                                        2
(c)  Exhibits.  The following  documents are filed  herewith as exhibits to
this report on Form 8-K.  References  in the list of  exhibits to the  "Company"
refer to Cerx Entertainment Corporation.

     3.1  Certificate  of  Amendment  of the Company  (effecting  name change to
          Cerex Entertainment Corporation) as filed with the Nevada Secretary of
          State on January 27, 1997.

     3.2  Certificate  of  Amendment  of the Company  (amending  certificate  of
          incorporation  in its entirety) as filed with the Nevada  Secretary of
          State on February 28, 1997.

     3.3  Certificate of Amendment of the Company  (establishing and designating
          the  Series A, 6.75%  Non-Voting  Convertible  Preferred  Stock of the
          Company)  as filed  with the  Nevada  Secretary  of State on March 12,
          1997.

     3.4  Certificate of Amendment of the Company (effecting name change to Cerx
          Entertainment Corporation) as filed with the Nevada Secretary of State
          on March 19, 1997.

     3.5  Bylaws of the Company.

     10.1 Amendment to 1994  Compensatory  Stock Option Plan dated  December 23,
          1996.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this Report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.

DATED: March 20, 1997
                                           CERX ENTERTAINMENT CORPORATION

                                           By: /s/ John D. Brasher Jr.
                                           ---------------------------
                                           John D. Brasher Jr., President and
                                           Chief Executive Officer

                                        3