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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of Earliest Event Reported): Commission File Number:
DECEMBER 1, 1997 0-22321
____________________
WHEELS SPORTS GROUP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-2007717
(State of incorporation) (I.R.S. Employer
Identification Number)
1368 SALISBURY ROAD
MOCKSVILLE, NORTH CAROLINA 27028
704/634-3000
____________________
(Address of principal executive
offices and telephone number)
____________________
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) Coopers & Lybrand L.L.P. (the "Former Accountants") resigned as
independent accountants for Wheels Sports Group, Inc. (the "Company")
on December 1, 1997.
The Former Accountants reported on the Company's financial statements
for the fiscal years ended December 31, 1994, 1995 and 1996. The
reports of the Former Accountants on the financial statements for such
years contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's fiscal year ended December 31, 1994, and through
the date of this report, there were no disagreements with the Former
Accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of the Former
Accountants would have caused them to make reference thereto in their
report on the financial statements for such years.
During the fiscal year ended December 31, 1994 and through the date of
this report, the Former Accountants did not advise the Company with
respect to any of the matters described in paragraphs (a)(1)(vi)(B)(1)
through (3) of Item 304 of Regulation S-B; except that the Former
Accountants have advised the Company that the scope of the audit for
the year ending December 31, 1997 should be expanded significantly and
the issue was not resolved to the Former Accountants' satisfaction
prior to their resignation.
(a)(2) The Registrant has not yet engaged a successor accounting firm.
(a)(3) The Company has provided the Former Accountants with a copy of the
foregoing disclosures and has requested in writing that the Former
Accountants furnish it with a letter addressed to the SEC stating
whether or not it agrees with such disclosures. A copy of such letter
will be filed as an exhibit to this report in accordance with Item 601
of Regulation S-B.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The letter of the Former Accountants is filed as an exhibit to this
report in accordance with the provisions of Item 601 of Regulation
S-B.
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.
WHEELS SPORTS GROUP, INC.
Date: December 5, 1997 By: /s/ HOWARD L. CORRELL
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Howard L. Correll, President
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EXHIBIT INDEX
Reg. S-B
Exhibit No. Item No.
Item No. Description --------
- ---------- -----------
16.1 Letter of Coopers & Lybrand L.L.P. dated December 3, 1997 concerning 16
change in certifying accountants.
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