SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

       Date of report (date of earliest event reported) February 25, 1999
                                                        --------------------


                            JANEX INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Colorado
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                 (State of Other Jurisdiction of Incorporation)


        33-8433-D                                           84-1034251
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employer Identification No.)



2999 N. 44Th Street, Suite 225, Phoenix, AZ                 85018-7247
- -------------------------------------------                 ----------
(Address of Principal Executive Offices )                   (Zip Code)


                                 (602) 808-8765
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              (Registrant's Telephone Number, Including Area Code)

                                      none
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         (Former name or former address, if changed since last report.)

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Management of the Company  approved the engagement of Ernst & Young,  LLP and is
in the process of retaining this firm as its independent  auditor for the fiscal
year ending  December 31, 1998 to replace the firm of BDO Seidman,  LLP, who was
dismissed as auditor of the Company effective  February 25, 1999. Ernst & Young,
LLP is the independent auditor used by the majority  shareholder of the Company.
The replacement of the Company's  independent auditor was a decision made in the
normal course of business.

The reports of BDO Seidman,  LLP on the Company's  financial  statements for the
past two fiscal  years did not  contain an adverse  opinion or a  disclaimer  of
opinion and were not qualified or modified as to  uncertainty,  audit scope,  or
accounting principles, except as discussed in the following paragraph.

As  indicated  in the reports of BDO  Seidman,  LLP on the  Company's  financial
statements  for the  past  two  fiscal  years,  there  are  factors  that  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The  independent  auditor's  report  indicates there is no assurance the Company
will be able to realize its recorded assets and liquidate its liabilities in the
normal course of business.  Although Management  discusses,  in a footnote,  its
plans in regard to these  matters,  the financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

In connection with the audits of the Company's financial  statements for each of
the two fiscal  years ended  December 31, 1996 and 1997,  and in the  subsequent
interim period, there were no disagreements with BDO Seidman, LLP on any matters
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope and procedures  which, if not resolved to the satisfaction of BDO
Seidman,  LLP would have caused BDO Seidman, LLP to make reference to the matter
in their report.  Janex  International,  Inc. has requested BDO Seidman,  LLP to
furnish the Company with a letter addressed to the Commission stating whether it
agrees with the above statements.  A copy of that letter, dated March 5, 1999 is
filed as Exhibit 16 to this Form 8-K.

                                   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.

                                        JANEX INTERNATIONAL, INC.

March 10, 1999                          By: /s/  Vincent W. Goett
                                            ------------------------------------
                                             Vincent W. Goett
                                             President, Chief Executive Officer,
                                             Chairman of the Board

                                        By: /s/  Fred B. Gretsch
                                            ------------------------------------
                                             Fred B. Gretsch
                                             Chief Financial Officer, Secretary,
                                             Treasurer