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)
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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.
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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.
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John D. Brasher Jr., Chairman, President,
Chief Executive and Financial Officer
Exhibit 28.1
To Form 8-K dated April 7, 1997
of Cerx Entertainment Corporation
Johnson, Holscher & Company, P.C. Certified Public Accountants
5975 Greenwood Place Boulevard, Suite 140 Phone (303) 694-2727
Englewood, Colorado 80111 Facsimile (303) 694-3172
April 7, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously the principal accountants for CERX ENTERTAINMENT CORPORATION
and under the date of February 29, 1996, we reported on the balance sheets of
CERX ENTERTAINMENT CORPORATION as of December 31, 1995 and 1994, and related
statements of loss and accumulated deficit, stockholders' equity and cash flows
for each of the years in the three-year period ended December 31, 1995. On April
7, 1997, our appointment as principal accountants was terminated. We have read
the CERX ENTERTAINMENT CORPORATION statements included under Item 4 of its Form
8-K dated April 7, 1997, and agree with such statements.
Very truly yours,
/s/ Johnson, Holscher & Co.
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Johnson, Holscher & Company, P.C.
