INTERACTIVE ENTERTAINMENT LTD
8-K, 1997-09-15
MISCELLANEOUS MANUFACTURING INDUSTRIES
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<PAGE>
 





  
              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)
                      September 15, 1997




               Interactive Entertainment Limited
           ( formerly Sky Games International Ltd.)
    (Exact name of registrant as specified in its charter)



         Bermuda               0-22622             98-0170199
     (State or other       (Commission File       (IRS Employer
     Jurisdiction of           Number)           Identification
      incorporation)                                 Number)





                      845 Crossover Lane
                          Suite D-215
                   Memphis, Tennessee 38117
                        (901) 537-3800
                (Address, including zip code, 
          and telephone number, including area code, 
         of registrant s principal executive offices)

  ITEM 4.   Changes in Registrant s Certifying Accountant.

  (a)  As of  September 15, 1997,  Interactive Entertianment
  Limited  (the   Company )  accepted  the  resignation   of
  Buckley   Dodds,   Charter   Accountants  as   independent
  Canadian auditor  to the  Company. Buckley Dodds,  Charter
  Accountants  reports  on the financial  statements for the
  past two years have  not contained any adverse opinions or
  disclaimer of opinions  and have not been qualified  as to
  uncertainty,  audit  scope,  or  accounting  principles.  <PAGE>

<PAGE>



  There  have  been no  disagreements  with  Buckley  Dodds,
  Charter Accountants  during  the  two most  recent  fiscal
  years and any  subsequent interim period.   Buckley Dodds,
  Chartered Accountants had,  since June 30, 1992,  acted as
  independent auditor for the Company.

       As of September 15, 1997,  the Executive Committee of
  Interactive  Entertainment  Limited (Company  approved the
  appointment, subject  to shareholder approval,  of Ernst &
  Young LLP as  a new independent accountant  to the Company
  for the  ensuing year at a  remuneration to  be negotiated
  by management  and approved by  the board of directors  of
  the Company.    Ernst &  Young  LLP  was selected  by  the
  Company on  account of the  increasing importance of  U.S.
  GAAP to  the accounting practices  and disclosures of  the
  Company, which  has  resulted  from the  Company s  recent
  change  of  its status  from  that  of a  foreign  private
  issuer  under  Rule  3b-4,  promulgated  under  the United
  States  Securities Exchange  Act ( Exchange  Act ) and the
  fact that  Ernst  &  Young  LLP  is  also  experienced  in
  auditing  financial  statements  prepared  under  Canadian
  GAAP,  which the  Company  will  continue to  prepare  for
  certain  purposes   other  than  its   filings  under  the
  Exchange Act.  

  There  are  no  other  disclosures  required  to  be  made
  pursuant to Item 304(a) of Regulation S-K

  Exhibit

  1.   Letter  from  Buckley Dodds,  Charter  Accountants to
  the Securities and Exchange Commission.<PAGE>


<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.


                      INTERACTIVE ENTERTAINMENT LIMITED


  September 15, 1997  By:   /s/ Gordon Stevenson          
  Gordon Stevenson               
  President and Chief Executive Officer <PAGE>

<PAGE>



  Exhibit 1.

  Buckley Dodds
  Chartered Accountants 
  Suite 1140 -1185 West Georgia Street
  Vancouver, B.C. Canada V6E 4E6
  Telephone: (604) 688-7227
  Fax: (604) 681-7716

  September 12, 1997

  Securities and Exchange Commission
  Washington, D.C.
  20549

  Dear Sirs:

  Re: Interactive Entertainment Limited (formerly Sky  Games
  International Ltd.)

  Dear Sirs:

  We have  been  provided  with  the Form  8-K  notice  with
  respect to  our resignation as  the Auditor  of the  above
  noted company.   Based  on our  informatuion available  to
  us,  we  agree  with  the  information  contained  in  the
  attached notice and have no issue with it.

  Yours truly,

  /s/ Buckley Dodds
  Buckly Dodds
  Chartered Accountants<PAGE>


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