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): April 7, 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 4. Changes in the Registrant's Certifying Accountant.

     (a) Effective April 7, 1997, the Registrant  dismissed Johnson,  Holscher &
Company,  P.C.  ("Johnson  Holscher") as its  independent  accountants  with the
acquiesence of Johnson  Holscher.  The reason for the dismissal was that Johnson
Holscher  indicated  its  inability  to  perform  the audit of the  Registrant's
financial  statements  within a time frame which would permit a timely filing by
the  Registrant of its annual  report on Form 10-KSB,  which is due on or before
April 15, 1997.  The Registrant on the same date engaged the services of Stephen
M. Siedow, P.C., Certified Public Accountant, as its independent accountant.

     (b) In connection with Johnson Holscher's audit of the Registrant's balance
sheets for the years ended  December  31, 1995 and 1994,  and their audit of the
Registrant's  statements  of  operations  and cash  flows  for the  years  ended
December 31,  1995,  1994 and 1993,  and through the date of this report,  there
have  not  been  any  disagreements  with  Johnson  Holscher  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.

     (c) Johnson Holscher's  reports on the Registrant's  balance sheets for the
years ended  December 31, 1995 and 1994,  and  statements of operations and cash
flows for the years ended  December 31, 1995,  1994 and 1993, did not contain an
adverse  opinion or a  disclaimer  of  opinion,  nor were they  qualified  as to
uncertainty,  audit scope or accounting principles.  There were no disagreements
on any  matters  of  accounting  principle  or  practices,  financial  statement
disclosures,   or  auditing  scope  or  procedure  in  connection  with  Johnson
Holscher's audits of the Registrant's financial statements for such years which,
if not resolved to the  auditors'  satisfaction,  would have caused them to make
reference in their audit reports on the subject matter of the disagreement.

     (d) The Registrant files herewith copies of the former  accountants' letter
addressed  to the  Commission  stating  that it  agrees  with  the  Registrant's
statements  made above in response to this item as soon as is practicable  after
its receipt.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are filed as part of this report:

     28.1 Letter of Johnson, Holscher & Company, P.C.
<PAGE>


                                   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: April 8, 1997
                                        CERX ENTERTAINMENT CORPORATION



                                       By: /s/ John D. Brasher Jr.
                                       ---------------------------
                                       John D. Brasher Jr., Chairman, President,
                                       Chief Executive and Financial Officer
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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): April 7, 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 4. Changes in the Registrant's Certifying Accountant.

     (a) Effective April 7, 1997, the Registrant  dismissed Johnson,  Holscher &
Company,  P.C.  ("Johnson  Holscher") as its  independent  accountants  with the
acquiesence of Johnson  Holscher.  The reason for the dismissal was that Johnson
Holscher  indicated  its  inability  to  perform  the audit of the  Registrant's
financial  statements  within a time frame which would permit a timely filing by
the  Registrant of its annual  report on Form 10-KSB,  which is due on or before
April 15, 1997.  The Registrant on the same date engaged the services of Stephen
M. Siedow, P.C., Certified Public Accountant, as its independent accountant.

     (b) In connection with Johnson Holscher's audit of the Registrant's balance
sheets for the years ended  December  31, 1995 and 1994,  and their audit of the
Registrant's  statements  of  operations  and cash  flows  for the  years  ended
December 31,  1995,  1994 and 1993,  and through the date of this report,  there
have  not  been  any  disagreements  with  Johnson  Holscher  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.

     (c) Johnson Holscher's  reports on the Registrant's  balance sheets for the
years ended  December 31, 1995 and 1994,  and  statements of operations and cash
flows for the years ended  December 31, 1995,  1994 and 1993, did not contain an
adverse  opinion or a  disclaimer  of  opinion,  nor were they  qualified  as to
uncertainty,  audit scope or accounting principles.  There were no disagreements
on any  matters  of  accounting  principle  or  practices,  financial  statement
disclosures,   or  auditing  scope  or  procedure  in  connection  with  Johnson
Holscher's audits of the Registrant's financial statements for such years which,
if not resolved to the  auditors'  satisfaction,  would have caused them to make
reference in their audit reports on the subject matter of the disagreement.

     (d) The Registrant files herewith copies of the former  accountants' letter
addressed  to the  Commission  stating  that it  agrees  with  the  Registrant's
statements  made above in response to this item as soon as is practicable  after
its receipt.

Item 7. Financial Statements and Exhibits.

     (c) Exhibits. The following exhibits are filed as part of this report:

     28.1 Letter of Johnson, Holscher & Company, P.C.
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: April 8, 1997
                                        CERX ENTERTAINMENT CORPORATION

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