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) November 1, 1996


                               A.G. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


                                   Washington
                 (State or other jurisdiction of incorporation)


               0-23180                                                91-1253514
(Commission File Number)                       (IRS Employer Identification No.)


45110 Club Drive, Suite B, Indian Wells, California                        92210
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code            619-360-1042




































<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant.

         1.       (i)      The Registrant's former independent accountant,
Terrence J. Dunne,
certified public accountat ("Dunne") resigned from that capacity on or about
November 1, 1996.

                  (ii) The report by Dunne on the  financial  statements  of the
Registrant dated November 8, 1994,  including a statement of financial  position
as of April 30, 1994 and the statements of operations,  cash flows and statement
of changes in  stockholders'  equity for the year ended April 30, 1994,  did not
contain an adverse  opinion or a  disclaimer  of opinion,  or was  qualified  or
modified as to uncertainty,  audit scope or accounting principles,  except for a
statement as to the going concern nature of the Registrant.

                  (iii) During the period  covered by the  financial  statements
through  the  date  of  resignation  of the  former  accountant,  there  were no
disagreements with the former accountant on any matter of accounting  principles
or practices, financial statement disclosure, or auditing scope or procedure.

                  A  letter  from  the  former  independent  accountant  for the
Registrant is attached as an Exhibit to this Form 8-K.

         2.       On November 1, 1996 the Registrant engaged Pritchett, Siler &
 Hardy P.C. as its
new independent accountant.

Item 7.  Exhibits.

                  16.1     Letter from Terrence J. Dunne, CPA, former principal
                         accountant for the
                           Registrant.

                                   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 thereunto duly authorized.

Dated:            April 2, 1997                              A.G. HOLDINGS, INC.


                                                    By:      /s/ Dempsey K. Mork
                                                                 Dempsey K. Mork
                                                                       President


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<PAGE>
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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) November 1, 1996

                               A.G. HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                                   Washington
                 (State or other jurisdiction of incorporation)

               0-23180                                                91-1253514
(Commission File Number)                       (IRS Employer Identification No.)

45110 Club Drive, Suite B, Indian Wells, California                        92210
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code            619-360-1042
Item 4.  Changes in Registrant's Certifying Accountant.

         1.       (i)      The Registrant's former independent accountant,
Terrence J. Dunne,
certified public accountat ("Dunne") resigned from that capacity on or about
November 1, 1996.

                  (ii) The report by Dunne on the  financial  statements  of the
Registrant dated November 8, 1994,  including a statement of financial  position
as of April 30, 1994 and the statements of operations,  cash flows and statement
of changes in  stockholders'  equity for the year ended April 30, 1994,  did not
contain an adverse  opinion or a  disclaimer  of opinion,  or was  qualified  or
modified as to uncertainty,  audit scope or accounting principles,  except for a
statement as to the going concern nature of the Registrant.

                  (iii) During the period  covered by the  financial  statements
through  the  date  of  resignation  of the  former  accountant,  there  were no
disagreements with the former accountant on any matter of accounting  principles
or practices, financial statement disclosure, or auditing scope or procedure.

                  A  letter  from  the  former  independent  accountant  for the
Registrant is attached as an Exhibit to this Form 8-K.

         2.       On November 1, 1996 the Registrant engaged Pritchett, Siler &
 Hardy P.C. as its
new independent accountant.

Item 7.  Exhibits.

                  16.1     Letter from Terrence J. Dunne, CPA, former principal
                         accountant for the
                           Registrant.

                                   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 thereunto duly authorized.

Dated:            April 2, 1997                              A.G. HOLDINGS, INC.

                                                    By:      /s/ Dempsey K. Mork
                                                                 Dempsey K. Mork
                                                                       President

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