MIMBRES VALLEY FARMERS ASSOC INC
8-K, 1996-08-26
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               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):  August 2, 1996


            MIMBRES VALLEY FARMERS ASSOCIATION, INC.
     (Exact name of registrant as specified in its charter)


                           NEW MEXICO
         (State or other jurisdiction of incorporation)


                             0-13963
                    (Commission File Number)


                           85-0054230
              (IRS Employer Identification Number)


        811 South Platinum, Deming, New Mexico      88030
       (Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code:  (505) 546-2769

<PAGE>
ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     In a Form 8-K dated June 10, 1996 and filed June 11, 1996 (the
"June 11 8-K"), Mimbres Valley Farmers Association, Inc.
("Farmers") gave notice of the resignation of its former
independent auditor, Morrow & Company.  Also on June 11, 1996,
Farmers delivered a copy of the June 11 8-K to Morrow & Company,
together with a letter requesting a letter from Morrow & Company as
required by Item 304(a)(3) of Securities and Exchange Commission
Rule S-K.

     On July 22, 1996, Farmers delivered a second letter to Morrow
& Company, noting that Morrow & Company had not furnished Farmers
a response to the June 11 8-K, and requesting that a response be
provided.  In reply, Morrow & Company delivered to Farmers the
letter, dated June 18, 1996, that is attached hereto as Exhibit
16.1.  Farmers assumes, but does not know, that Morrow & Company
sent a copy of the letter directly to the SEC on the date of the
letter.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS

     (a)  Financial Statements of Businesses Acquired.

     None.

     (b)  Pro Forma Financial Information.

     None.

     (c)  Exhibits.

     EXHIBIT 16.1  Letter regarding change in certifying
accountant.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, Farmers has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Deming, State of New Mexico, on August 2, 1996.

                         MIMBRES VALLEY FARMERS ASSOCIATION, INC.

                         By: James E. Keeler




                         James Keeler
                         President


                  [Morrow & Company letterhead]




June 18, 1996



Securities and Exchange Commission
Washington, D.C.  20549

In regard to the Form 8-K filed for Mimbres Valley Farmers
Association, Inc. with the SEC on June 11, 1996, I herewith tender
my response.

During the past twenty-four months, there have been no
disagreements between Morrow & Company, CPA's and Mimbres Valley
Farmers Association, Inc. concerning accounting and financial
disclosures.  Item 4 of Form 8-K states "Morrow had not expressed
any concern or reservation to Mimbres about Mimbres' business or
financial affairs".  The only concerns I have expressed was during
the discussion of the March 31, 1996 financial statements at the
quarterly board meeting.  I advised the board to monitor the
general and administrative expenses closely.  The G & A expenses
have increased substantially during the quarter due to the opening
of the new True Value Hardware store, but these expenses need to be
controlled now that the move is essentially complete.  I also
reminded the board of the opening of Peppers Supermarket and that
the new competition could adversely affect the rate of growth
Farmers has been experiencing in net sales.

I agree with all other statements made in the Form 8-K filed by
Mimbres Valley Farmers Association, Inc. in response to Item
304(a).

If more information is needed, please contact me at your
convenience.

Sincerely



Harold C. Morrow, CPA
 


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