1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20001 AA
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) September 10, 1997
M.G. Products, Inc.
(Exact Name of Registrant as Specified in Charter)
California 0-18660 33-0098392
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8154 Bracken Creek, San Antonio Texas 78266-2143
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (210) 651-5188
The undersigned Registrant hereby amends Items (4) and (7)
of its Current Report on Form 8-K dated September 10, 1997,
due to the fact that the Certifying Accountant's revisions
and letter had not been available for inclusion with the
original filing.
Item 4. Changes in Registrant's Certifying Accountant.
a. On September 10, 1997, the Registrant received notice
that the client/auditor relationship
between M.G. Products, Inc. and Ernst & Young LLP
ceased. The Company considers this
to be a notification of the resignation of the Company's
Certifying Accountant.
The auditor's report of Ernst & Young LLP on the
financial statements of M.G. Products,
Inc. and subsidiaries as of December 31, 1996 and for
each of the years in the two year period
ending December 31, 1996 and 1995, did not contain any
adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting
principles, except that the auditors' report for the
period ending December 31, 1996 and 1995,
contained a separate paragraph regarding going concern
issues.
In connection with the audits of the two fiscal years
ended December 31, 1995 and 1996, and
in the subsequent period through September 10, 1997,
there have been no disagreements with
Ernst & Young LLP on any matter of accounting principles
or practices, financial statement
disclosure, or auditing scope or procedures which
disagreements, if not resolved to their
satisfaction, would have caused them to make reference
in connection with their opinion to the
subject matter of the disagreement. There were no
"reportable events" (as defined in
Regulation S-K, Item 304) occurring during the fiscal
years ending December 31, 1996 and
1995, nor during the subsequent interim period through
September 10, 1997. The cessation of
the client/auditor relationship between M.G. Products,
Inc. and Ernst & Young LLP was
approved by the Board of Directors of the Registrant.
b. Effective September 15, 1997, no other auditor has been
appointed by the Board of Directors
of the Registrant.
Item 5. Other Events.
The Directors, Charles Chapman and Martin Goodman,
resigned on August 22, 1997, as a
result of which there are now three vacancies on the
Board of Directors. These vacancies have
not been filled.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
Exhibit 1 Ernst & Young letter dated September 16, 1997.
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.
M.G. PRODUCTS, INC.
By /s/ Eric Williams
Eric Williams
Chief Financial Officer
DATE: September 17, 1997
EXHIBIT INDEX
Exhibit No. Description Sequentially Numbered Page
Exhibit 1 Letter dated September 16,1997 5
EXHIBIT 1 TO FORM 8-K/A
September 17, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated September 17, 1997
of MG Products, Inc. and are in agreement with the
statements contained in paragraph 4a on page 2 therein. We
have no basis to agree or disagree with other statements of
the registrant contained therein.
Ernst & Young LLP
