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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
____________________
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) During each of the three years for which the Former Accountants
reported on the Company's financial statements, the Company had a
single product line and annual revenues of less than $5 million. During
1997, the Company acquired five privately-held companies, expanded its
product lines and increased its revenues. The financial statements of
the acquired companies had not previously been audited, and management
of the acquired companies were not experienced in the preparation of
financial statements in accordance with the rules of the Securities and
Exchange Commission. While management believes that internal financial
controls were in place, their adequacy and reliability were not known
to the Former Accountants.
As a result of the changes in the size and complexity of the Company,
the Former Accountants determined that they would be required to expand
significantly the scope of their audit. However, prior to their
December 1, 1997 resignation, the Former Accountants had no discussions
with the Company's management, Board of Directors or audit committee on
the scope, procedures or any other aspect of the 1997 audit.
Consequently, there were no disagreements between the Company and the
Former Accountants with respect to the scope or conduct of the 1997
audit.
The Company has authorized the Former Accountants to respond fully to
the inquiries of the successor accountants concerning the subject
matter of the events and circumstances described above.
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.
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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 19, 1997 By: /s/ HOWARD L. CORRELL
--------------------------------------
Howard L. Correll, President
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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 19, 1997 concerning 16
change in certifying accountants.
</TABLE>
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EXHIBIT 16.1 TO FORM 8-K
December 19, 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
19, 1997. We agree with the statements in Item 4 of Form 8-K dated December 19,
1997 contained in paragraph (a)(1) and (a)(3) on page 2 therein concerning our
Firm.
Very truly yours,
Coopers & Lybrand L.L.P.
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