UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

                     FORM NT-10K

             NOTIFICATION OF LATE FILING

SEC FILE NUMBER:  0-25022  
CUSIP NUMBER:  157126 10 3  

(Check One):  /X/Form 10-K    / /Form 20-F   / /Form 10-Q   / /Form N-SAR

     For Period Ended:  December 31, 1997
     / / Transition Report of Form 10-K
     / / Transition Report on Form 20-F
     / / Transition Report on Form 11-K
     / / Transition Report on Form 10-Q
     / / Transition Report on Form N-SAR
     For the Transition Period Ended:

Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full Name of Registrant:  CERX VENTURE CORPORATION
Former Name if Applicable: CERX ENTERTAINMENT CORPORATION 
Address of Principal Executive Office (Street and Number):  90
MADISON STREET, SUITE 707
City, State and Zip Code:  DENVER, COLORADO 80206

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)

     (a)  The reasons described in reasonable detail in
          Part III of this form could not be eliminated
          without unreasonable effort or expense;
/X/  (b)  The subject annual report, semi-annual report,
          transition report on Form 10-K, Form 20-F, 11-K, 
          Form N-SAR, or portion thereof, will be
          filed on or before the fifteenth calendar day
          following the prescribed due date; or the
          subject quarterly report of transition report
          on Form 10-Q, or portion thereof will be filed
          on or before the fifth calendar day following
          the prescribed due date; and
     (c)  The accountant's statement or other exhibit
          required by Rule 12b-25(c) has been attached
          if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period:  THE
REPORT OF THE INDEPENDENT ACCOUNTANTS HAS NOT YET BEEN DELIVERED
TO THE REGISTRANT



PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to
this notification.
Name:  JOHN D. BRASHER JR.
Area Code: (303)
Telephone Number:  355-3000

(2)  Have all other periodic reports required under Section 13
of 15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports) been filed?  If answer is no,
identify report(s).

     /X/ Yes                  / / No

(3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report of portion thereof?

     / / Yes                  /X/ No

If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.



Name of Registrant as Specified in Charter:  CERX ENTERTAINMENT
CORPORATION
has cause this notification to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  March 26, 1998
By:  /s/ John D. Brasher Jr., President


INSTRUCTION:  The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. 
The name and title of the person signing the form shall be typed
or printed beneath the signature.  If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed
with the form.


                      ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).



                GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR
     240.12b-25) of the General Rules and Regulations
     under the Securities Exchange Act of 1934.

2.   A copy of this form and amendments thereto must be
     completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance
     with Rule 0-3 of the General Rules and Regulations
     under the Act.  The information contained in or
     filed with the form will be made a matter of public
     record in the Commission files.

3.   A manually signed copy of the form and amendments
     thereto shall be filed with each national securities
     exchange on which any class of securities of the
     registrant is registered.

4.   Amendments to the notifications must also be filed
     on form 12b-25 but need not restate information that
     has been correctly furnished.  The form shall be
     clearly identified as an amended notification.