
	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Heelys, Inc.

(Name of Issuer)

Common Stock $.001 par value

(Title of Class of Securities)

42279M 10 7

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 42279M 10 7

	1.	Names of Reporting Persons Roger Ralph Adams

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 4,694,120*

			6.		Shared Voting Power 113,625*

			7.		Sole Dispositive Power 4,694,120*

			8.		Shared Dispositive Power 113,625*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,807,745*

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 17.8%

	12.	Type of Reporting Person (See Instructions) IN

*4,694,120 shares are owned by RRA Family Trust, a revocable trust to which Roger R. Adams contributed such shares on April 17, 2007. 113,625 shares are owned by Cypo, Inc., which entity is wholly owned by Roger R. Adams.

CUSIP No. 42279M 10 7

	1.	Names of Reporting Persons Cypo, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 113,625

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 113,625

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 113,625

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 0.4%

	12.	Type of Reporting Person (See Instructions) CO

Item 1.
	(a)	Name of Issuer Heelys, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 3200 Belmeade Carrollton, TX 75006

Item 2.
	(a)	Name of Person Filing 1. Roger Ralph Adams 2. Cypo, Inc. This Statement is filed by Roger Ralph Adams, on behalf of himself and Cypo, Inc. pursuant to Rule 13d-1(k). Attached is an agreement in writing between the above persons that this Statement be so filed on behalf of each of them. Cypo, Inc. is wholly-owned and controlled by Roger Ralph Adams.
	(b)	Address of Principal Business Office or, if none, Residence Both of the reporting persons may be contacted c/o Heelys, Inc., 3200 Belmeade, Carrollton, TX 75006. Cypo, Inc. is a Texas corporation.
	(c)	Citizenship Mr. Adams is a United States citizen.
	(d)	Title of Class of Securities This report pertains to the Common Shares, $.001 par value, of Heelys, Inc.,
	(e)	CUSIP Number CUSIP # 42279M 10 7.

Item 3.
	This Amendment No.1 amends the initial Schedule 13G filed on February 14, 2007 pursuant to Rule 13d-1(d) by Roger R. Adams. Heelys, Inc. became subject to Section 12 of the Securities Exchange Act of 1934, as amended, in December of 2006. Mr. Adams and Cypo, Inc. owned all their shares of Heelys, Inc. before that time.

Item 4.	Ownership
	The information contained in Items 5 - 11 on the cover pages is incorporated herein by reference.
	The filing of this Statement shall be NOT be construed as an admission that the persons filing are beneficial owners of the shares covered by this Statement for any purpose, including purposes of Sections 13, 14 or 16 of the Securities Exchange Act of 1934, as amended.

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person N/A


Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person N/A


Item 8.	Identification and Classification of Members of the Group N/A


Item 9.	Notice of Dissolution of Group N/A

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	02/07/08
	Date
	Roger Ralph Adams
	Signature
	Roger Ralph Adams Chief Executive Officer
	Name/Title

AGREEMENT

Each of the undersigned hereby agrees that Amendment No.1 to the Statement on Schedule 13G to which this Agreement is attached be filed on behalf of Cypo, Inc., a Texas corporation, and Roger Ralph Adams, who holds 100% of the outstanding capital stock of Cypo, Inc.

Dated: 02/07/08

CYPO, INC.

By:

Roger Ralph Adams
Title: Chief Executive Officer



Roger Ralph Adams