WHEELS SPORTS GROUP INC
8-K, 1997-12-08
COMMERCIAL PRINTING
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<PAGE>   1


                       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)

                             ____________________
<PAGE>   2
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               
                                          --------------------------------------
                                            Howard L. Correll, President
<PAGE>   3
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                            Reg. S-B
Exhibit No.                                                                                 Item No.
Item No.                 Description                                                        --------
- ----------               -----------
<S>               <C>                                                                             <C>
16.1              Letter of Coopers & Lybrand L.L.P. dated December 3, 1997 concerning            16
                  change in certifying accountants.                                       
</TABLE>    





                                       3

<PAGE>   1
                                                        EXHIBIT 16.1 TO FORM 8-K


December 5, 1997


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

Gentlemen:

We have read the statements made by Wheels Sports Group, Inc. (Commission File
Number 0-22321) which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated December
5, 1997.  We agree with the statements in Item 4 of Form 8-K dated December 5,
1997 contained in paragraph (a)(1) on page 2 therein concerning our Firm.

Very truly yours,


Coopers & Lybrand L.L.P.





                                       4

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