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.