SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-18660
NOTIFICATION OF LATE FILING
(Check-One): X Form 10-K Form 11-K Form 20-F Form 10-Q
Form N-SAR
For Period Ended: December 31, 1997
Transition Report on Form 10-K
Transition Report on Form 10-Q
Transition Report on Form 20-F
Transition Report on Form N-SAR
Transition Report on Form 11-K
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I
Registrant Information
Full name of registrant M.G. Products, Inc.
Former name if applicable
Address of principal executive office (Street and Number) 8154 Bracken Creek
City, State and Zip Code San Antonio TX 78266-2143
Part II
Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort of
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense:
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before 15th calendar day
following the prescribed due date: or the subject quarterly
report or transition report on Form 10-Q or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
Part III
Narrative
State below in reasonable detail the reasons why Form
10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report or
portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed)
Since the resignation of the Company's independent auditors,
as more fully disclosed in the Current Report on Form 8-KA
filed with the Securities and Exchange Commission on
September 17, 1997, the Company has been unable to retain
independent auditors to prepare financial statements for
fiscal year 1997. Accordingly, the Company is not able to
complete and file its Annual Report on Form 10-K
Part IV Other Information
(1) Name and telephone number of person to contact in
regard to these notification
ERIC WILLIAMS (210) 651-5288__
(Name) (Area code)(Telephone)
(2) Have all other periodic reports required under Section
13 of 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months of for such period that the registrant
was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earning statements
to be included in the subject report of portion thereof?
[ X ] Yes [ ] No
If so: attach an explanation change, both narratively
and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The following are the preliminary unaudited financial
results for the fiscal year ended December 31, 1997. For
the year, the Company expectes a net loss of $8.3 million
(which includes one-time restructuring charges totaling $2.8
million), or a loss of $0.58 per share, on revenues of
approximately $10 million. This compares with a net loss of
$7.5 million, or a loss of $0.78 per share, on revenues of
$21.3 million for the year ended December 31, 1996. The per
share amounts are based on weighted average shares
outstanding of 14,206,154 and 11,484,714 for 1997 and 1996
respectively.
The decrease in 1997 sales revenue is attributable to
continuing erosion of the Company's customer base which
culminated with the Company's final customer terminating its
orders in the third quarter of 1997. Sales revenue for the
fourth quarter of 1997 consisted of limited liquidations of
inventory.
M.G. PRODUCTS, INC.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date April 01, 1998 By /S/ ERIC WILLIAMS
