WESTMARK GROUP HOLDINGS INC
10KSB/A, 1997-04-15
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A
- --------------------------------------------------------------------------------

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                   For the fiscal year ended December 31, 1996

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934


                          WESTMARK GROUP HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

Commission file number: 0-18945

                      DELAWARE                             84-1055077
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
Incorporation or Organization)

                355 N.E. FIFTH AVENUE                        33483
        (Address of Principal Executive Office)           (Zip Code)

                                  561-243-8010
              (Registrant's Telephone Number, Including Area Code)

      Securities registered pursuant to Section 12(b) of the Exchange Act:

                                      None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                                  Common Stock

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for past 90 days.

Yes  [X]       No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for the 12 months ended December 31, 1996 were $2,903,921.

<PAGE>
                                   SIGNATURES

       In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


       Westmark Group Holdings, Inc.



       By    /S/ MARK SCHAFTLEIN
             Mark Schaftlein, President, Chief Executive
             Officer and Director

                          ----------------------------

        Pursuant to the requirements of the Securities Act of 1933, this Form
10-KSB has been signed below by the following persons in the capacities and on
the dates indicated:

SIGNATURE                              TITLE                             DATE

//S// MARK SCHAFTLEIN           President, Chief Executive        April 14, 1997
      Mark Schaftlein           Officer and Director

//S// NORMAN H. BIRMINGHAM      Director, Chief Financial         April 14, 1997
      Norman J. Birmingham      Officer,Chief Accounting Officer

//S// TODD WALKER               Director                          April 14, 1997
      Todd Walker

//S// LOUIS RESWEBER            Director                          April 14, 1997
      Louis Resweber

                                       2


<TABLE> <S> <C>

<ARTICLE> 5
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                          17,393
<SECURITIES>                                         0
<RECEIVABLES>                                8,270,982
<ALLOWANCES>                                   732,166
<INVENTORY>                                    442,102
<CURRENT-ASSETS>                            10,155,265
<PP&E>                                       4,609,718
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              10,266,051
<CURRENT-LIABILITIES>                        9,990,524
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,576
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                16,858,787
<SALES>                                     46,060,226
<TOTAL-REVENUES>                            46,060,226
<CGS>                                       26,404,786
<TOTAL-COSTS>                               26,404,786
<OTHER-EXPENSES>                            18,511,698
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                           (579,497)
<INCOME-PRETAX>                               (34,287)
<INCOME-TAX>                                     2,467
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,321
<EPS-PRIMARY>                                      .01
<EPS-DILUTED>                                      .01


</TABLE>


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