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
July 12, 1996
Date of Report
(Date of earliest event reported)
SPORTS HEROES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-110933 65-0053475
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification)
105 North Hudson Avenue, Suite 701
Oklahoma City, Oklahoma 73102-4803
(Address of Principal Executive Offices)
(405)272-5000
Registrant's telephone number,
including area code
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On July 12, 1996, Ernst & Young LLP ("Ernst & Young") re-
signed as the registrant's independent accountant. Ernst &
Young's report on the registrant's 1994 financial statements did
not contain an adverse opinion or disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or
accounting principles. No report on the registrant's 1995
financial statements has been issued. The decision to change
accountants was neither recommended nor approved by the
registrant's board of directors or any committee thereof. Since
Ernst & Young was engaged on April 25, 1994, there has been no
disagreement between the registrant and Ernst & Young on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement,
if not resolved to the satisfaction of Ernst & Young, would have
caused it to make reference to the subject matter of the
disagreement in connection with its report. In addition, no
"reportable event," as defined in Item 304(a)(1)(v) of Regulation
S-K, has occurred since January 1, 1994. No new independent
accountant has been engaged to replace Ernst & Young.
ITEM 7. Financial Statements and Exhibits.
(a) and (b) Financial Statements of businesses acquired and pro
forma financial information.
Not applicable.
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Exhibit Description
16 Letter from Ernst & Young LLP
<PAGE>
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.
SPORTS HEROES, INC.
G. GERALD MCGREEVY
G. Gerald McGreevy
Treasurer
Dated: July 19, 1996
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
16 Letter from Ernst & Young Filed herewith
LLP electronically
</TABLE>
ERNST & YOUNG LLP 787 Seventh Avenue Phone: 212 773 3000
New York, New York 10019
July 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Gentlemen:
We have read Item 4 of Form 8-K dated July 19, 1996 of Sports
Heroes, Inc. and are in agreement with the statements contained
therein. We have no basis to agree or disagree with other
statements of the registrant contained in the Form 8-K.
ERNST & YOUNG LLP
Ernst & Young LLP
Ernst & Young LLP is a member of
Ernst & Young International, Ltd.
