SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File
JUNE 30, 1996 NO. 0-18945
WESTMARK GROUP HOLDINGS, INC.
COLORADO 84-1055077
(State of Incorporation) (I.R.S. Employment Identification No.)
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
(407)243-8010
(Address of Principal Executive Offices. Including
Zip Code and Telephone Number)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 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 the past 90 days.
YES [X] NO [ ]
THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF
JUNE 30, 1996 WAS 3,016,122.
[X] TRADITIONAL SMALL BUSINESS DISCLOSURE FORMAT.
<PAGE>
WESTMARK GROUP HOLDINGS, INC.
FORM 10-QSB REPORT INDEX
10-QSB PART AND ITEM NO.
PART I-FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated balance sheet as of June 30, 1996
and December 31, 1995............................................3
Consolidated statement of operations for the six
months ended June 30, 1996 and 1995..............................5
Consolidated statement of cash flows for the six
months ended June 30, 1996.......................................6
Notes to consolidated financial statements.........................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS..............8
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.......................................10
ITEM 2. CHANGES IN SECURITIES..................................11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES........................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....11
ITEM 5. OTHER INFORMATION......................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................12
SIGNATURES........................................................13
2
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NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Item 310b of Regulation S-B. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six month period
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's audited annual report on Form 10-KSB for the year ended December 31,
1995.
NOTE 2: SECOND QUARTER FINANCING ACTIVITY
The Company received $1,638,593 in advances from Heart Labs of
America, Inc. ("HLOA") which were used for working capital purposes, along with
debt satisfactions of certain settlement agreements.
NOTE 3: EARNINGS PER SHARE
Earnings per share for the three months ended June 30, 1995 take
into effect a reverse of 1 to 30 recorded in July 1995.
3
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PART I FINANCIAL INFORMATION
WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
1996 1995
(UNAUDITED) (AUDITED)
ASSETS
Current Assets:
Cash and cash equivalent ........... $ 78,472 $ 311,916
Accounts receivable, net of reserve 75,300 8,004
Note receivable - stock sale ....... 374,222
Mortgage loans held for sale ....... 6,808,663 19,480,029
Other current assets .............. 28,198 2,202
------------ ------------
Total Current Assets ............... 6,990,633 20,176,373
------------ ------------
Fixed Assets:
Property and equipment .................. 820,588 820,588
Equipment under lease ................... 16,477 16,477
------------ ------------
837,065 837,065
Less Accumulated Depreciation ...... (482,035) (434,411)
------------ ------------
Total fixed assets ...................... 355,030 402,654
------------ ------------
Other Assets:
Investment Real Estate ............ 2,115,000 2,115,000
Investment Preferred Stock ........ 2,000,000 2,000,000
Goodwill, net of amortization ..... 736,375 785,833
Deposits and other assets ......... 32,418 30,298
------------ ------------
Total other assets ...................... 4,883,793 4,931,131
TOTAL ASSETS ............................ 12,229,456 25,510,158
============ ============
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WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
(UNAUDITED) (AUDITED)
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable ............................. $ 613,304 $ 1,234,199
Warehouse line of credit ..................... 6,572,489 18,625,866
Interest Payable ............................. 147,611 227,619
Settlement liability ......................... 419,348 419,348
Other notes payable .......................... 794,906 717,818
Payroll taxes payable ....................... 215,184 141,329
Other current liabilities .................... 528,202 854,452
Total Current Liabilities ........................ 9,291,044 22,220,631
------------ ------------
Long-Term Liabilities:
Notes payable ............................... 1,000,000 1,000,000
Short term debt expected to be refinanced ... 533,323 698,323
------------ ------------
Total Long Term Liabilities ....................... 1,533,323 1,698,323
------------ ------------
Total Liabilities ................................. 10,824,367 23,918,954
------------ ------------
STOCKHOLDERS EQUITY
Preferred stock, no par value, 10,000,000
shares authorized; 418,750 shares issued
and outstanding at June 30, 1996 ............... 1,418,750
Common stock, no par value, 50,000,000 shares
authorized; 3,016,122 shares issued and
outstanding at June 30, 1996, 2,632,772
shares issued and outstanding
as of December 31, 1995 ...................... 22,867,937 23,165,937
Common stock, issued but unearned ................. (343,167)
Additional Paid in Capital from outstanding options
and warrants .................................. 1,153,688 1,153,688
Accumulated deficit ............................... (23,692,119) (22,728,421)
------------ ------------
Total Stockholder Equity .......................... 1,405,089 1,591,204
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........ 12,229,456 25,510,158
============ ============
</TABLE>
5
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Westmark Group Holdings, Inc.
Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
----------- ----------- ----------- -----------
Revenues:
<S> <C> <C> <C> <C>
Loan origination and gain on sales $ 646,545 $ 932,855 $ 1,319,447 $ 1,319,814
Interest - Preferred Stock ....... 70,000 70,000
Other Income ..................... 7,155 15,907 11,325 1,344,546
----------- ----------- ----------- -----------
Total Revenues ...................... 723,700 948,762 1,400,772 1,344,546
----------- ----------- ----------- -----------
EXPENSES:
Loan origination costs ........... 199,523 117,339 572,747 222,493
Servicing sale adjustment ........ (70,000)
General and administrative ....... 840,311 1,710,140 1,732,588 3,084,724
Marketing and advertising ........ 9,397 13,976 32,053 26,414
Goodwill amortization ............ 24,729 24,729 49,458 49,458
Depreciation ..................... 23,812 49,396 47,624 49,396
----------- ----------- ----------- -----------
TOTAL EXPENSES ...................... 1,097,772 1,915,580 2,364,470 3,432,485
----------- ----------- ----------- -----------
Loss before income tax ........... (374,072) (966,818) (963,698) (2,087,939)
Provision for income tax ......... 0 0 0 0
----------- ----------- ----------- -----------
NET INCOME(LOSS) .................... (374,072) (966,818) (963,698) (2,087,939)
NET LOSS PER SHARE .................. ($ 0.12) ($ 1.19) ($ 0.33) ($ 2.57)
=========== =========== =========== ===========
</TABLE>
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WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JUNE 30, JUNE 30,
1996 1995
(UNAUDITED) (UNAUDITED)
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Consolidated net loss .................................. ($ 963,698) ($ 2,087,939)
Adjustments to reconcile consolidated net (loss)
to net cash used by operating activities:
Depreciation ..................................... 47,624 49,396
Stock issued for services ........................ 392,000 696,744
Stock issued for settlement of litigation ........ 174,250
Goodwill Amortization ............................. 49,458 49,458
------------ ------------
Cash used in operations before working capital changes . (474,616) (1,118,091)
============ ============
(Increase)/Decrease in accounts receivable .......... (67,296) 431,227
(Increase)/Decrease in current assets .............. 25,996 (727,424)
(Increase)/Decrease in mortgage loans held for sale 12,671,366 (10,947,384)
(Increase)/Decrease in REO loan .................... 62,050
(Increase)/Decrease in other assets ................ 2,120
(Increase)/Decrease in Long term assets ............ 314,319
Increase/(Decrease)in Accounts payable ............. (620,895) 83,587
Increase/(Decrease)in Interest payable ............. (80,008) 222,198
Increase/(Decrease)in Other current liabilities .... (267,395) 131,722
Increase/(Decrease)in Other notes payable .......... (1,482,154) 0
------------ ------------
Net cash used after working capital changes ............ 10,181,734 (11,547,796)
------------ ------------
Cash used in operating activities ...................... 9,707,118 (12,655,887)
INVESTING ACTIVITIES
Purchase of fixed assets and improvements .......... 0 (144,141)
------------ ------------
Cash provided/(used) in investing activities ........... 0 (144,141)
------------ ------------
FINANCING ACTIVITIES
Net Increase/(Decrease) in warehouse line of credit (12,053,377) 10,822,027
Investment related party .......................... 2,428,593
Payment of notes receivable - stock sale ......... 374,222
Repurchase of stock ............................... (700,000)
Sale of stock for cash ............................ 10,000 411,789
Increase/(Decrease) in notes payable - short term -- 500,000
------------ ------------
Cash provided/(used) by financing activities ........... (9,940,562) 11,733,816
------------ ------------
Net increase/(decrease) in cash ........................ (233,444) 41,879
Cash and cash equivalents, beginning period ............ 311,916 107,573
Cash and cash equivalent, end of period ................ 78,472 149,452
Cash paid for interest ................................ 275,788 436,612
============ ============
Cash paid for income tax ............................... 0 0
============ ============
</TABLE>
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
attached condensed consolidated financial statements and notes thereto.
FINANCIAL RESULTS OF OPERATIONS
On a consolidated basis, total revenues decreased to $723,700 in the
quarter ended June 30, 1996 from $948,762 in the quarter ended June 30, 1995, a
decrease of 23.7%. The decrease is a result of less sales of loans as the
Company has made the switch from A to B/C paper. Greater profit margins are
available on the bulk sale of B/C loans. We have greatly increased our efforts
in loan marketing of B/C loans.
Expenses for the Quarter ended June 30, 1996 decreased 43% to
$1,097,772 from $1,915,580 for the quarter ended June 30, 1995. Loan origination
costs increased 42% to $199,523 for the current quarter from $117,339 in the
comparable prior year quarter ending June 30, 1995. General and Administrative
expenses decreased 51% to $840,311 from $1,710,140 for the quarter ended June
30, 1995. Marketing and Advertising expense decreased 33% to $9,397 from $13,976
for the quarter ended March 31, 1996.
A net loss resulted for the current quarter of $374,072 or $0.12
per share as compared to a net loss of $966,818 or $1.19 per share for the
quarter ended June 30, 1995. This decreased loss is due to continued cost
cutting efforts by management in areas of General and Administrative through
salary reductions, and operational consolidations, as well as increased margins
on the sale of loans.
BUSINESS OPERATIONS
During the second quarter of 1996, the Company continued increased
loan volumes in B/C paper. B/C loan fundings increased from $6.89 million in the
3 months ending June 30, 1995 to $7.83 million for the three months ended June
30, 1996, an increase of 13% and the B/C loan pipeline from $7.8 million on June
30, 1995 to $16.2 million on June 30, 1996. The loan pipeline is a leading
indicator of loan fundings and revenue and management believes that will
increase in the third quarter of 1996. For the six months ending June 30, 1996,
total B/C production increased 42% to $13 million verses $9.4 million in period
ending June 30, 1995. Total production including "A" paper was $36,200.000 for
six months ending June 30, 1996.
The Company expanded its B/C lending program through bulk sales
during the first and second quarters of 1996. B/C loans are for borrowers with
credit histories that fall below the guidelines set forth by Fannie Mae and
Freddie Mac. Although the B/C division is only 18 months old, 42% of the
Company's loan fundings during the second quarter of 1996 were from B/C loans
and over 70% of revenues realized were from B/C loans. The Company is focusing
its marketing efforts in the B/C loan market. The Company is now registered
and/or licensed to lend in 20 states. While the increase in the B/C loan
pipeline has come primarily from an increased market share in Florida,
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management intends to continue its marketing strategy in additional states,
including California, Georgia, Washington, Hawaii, Idaho, Montana, and Missouri.
The Company continues to sell loan origination's on a
"servicing-released" basis to investors in the normal course of business. The
Company is continuing to seek additional warehouse lines to accommodate
anticipated increase in ordinations, along with a desire to reduce interest and
fee expense. The increase in origination's will be created by Westmark's
geographic expansion and increase in market share. The Company instituted a bulk
sales program for B/C paper in which loans are pooled and sold in packages
ranging from $500,000 to $3,000,000. During the second quarter, the bulk sales
delivery was completed successfully with institutional investors purchasing
Westmark non-conforming originations.
LIQUIDITY AND CAPITAL RESOURCES
The Company uses its cash flow from whole loan sales, loan
origination fees, net interest income and borrowings under its warehouse line of
credit to meet its working capital needs. The Company's cash requirements
include the funding of loan origination's, purchases, payment of interest
expenses, operating expenses, taxes and capital expenditures, along with
settlement agreements negotiated during the first quarter.
On June 30, 1996, total stockholders equity was $1,405,089. Adequate
credit facilities and other sources of funding, including the ability of the
Company to sell loans, are essential to the continuation of the Company's
ability to originate and purchase loans. The Company borrows funds on a short
term basis to support the accumulation of loans prior to sale. These short term
borrowings are made under a warehouse line of credit with Princap Mortgage, Inc.
("Warehouse Facility"). Pursuant to the Warehouse Facility, the Company has
available a secured revolving credit line of $15 million to finance the
Company's origination or purchase of loans, pending sale to investors. The line
of credit, pursuant to the Warehouse Facility, has collateral of the assignment
and pledge of eligible mortgage loans, bears interest at an annual rate of 2%
above prime, payable at the time of purchase by the permanent investor. The
Warehouse Facility provides for a transaction charge of $140 per loan and
requires the Company to possess a minimum net worth of $250,000 and a
compensating cash balance on deposit in the amount of $5,000. On June 30, 1996,
the balance outstanding pursuant to this Warehouse Facility, totaled $6,572,489.
The Company does not have any other external lines of credit for financing.
Historically, the Company has obtained financing through the
issuance of its common stock and borrowings on a negotiated basis. During the
second quarter of 1996, the Company issued 348,000 shares and canceled 142,356
shares of stock for a net change of 205,644. In May and June 1995, the Company
raised $600,000 cash through the issuance of convertible promissory notes in the
principal amount of $600,000 and the warrants entitling holders to purchase
certain securities ("Bridge Financing"). In April 1996, the Company and all
these investors agreed to restructure the investment and the Company paid such
investors an aggregate amount of $600,000 and issued such
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investors 300,000 shares of Series B Preferred Stock ("Series B Preferred
Stock") with a stated value of $600,000. The Series B Preferred Stock has a
liquidation preference of $600,000, plus accrued and unpaid dividends, is
redeemable by the Company at a redemption price of $600,000, plus accrued and
unpaid dividends from the date of redemption, subject to adjustment in the event
of certain circumstances, and is convertible into shares of Common Stock at a
conversion price equal to the lessor of $2.00 or 84% of the closing bid price
prior to the date of conversion (subject to further adjustment).
In the second quarter of 1996, Heart Labs has advanced $1,638,593.
Total advanced for the six month period ending June 30, 1996 was $2,428,593.
$40,000 of the advance was paid back in the third quarter. These fundings were
utilized to discharge outstanding debts and for working capital purposes. The
long-term debt expected to be refinanced was refinanced as short-term and was
reduced from $698,323 to $121,984 in the second quarter. The Company's
internally generated cash flows from operations has historically been and
continue to be insufficient for its cash needs. It is expected that internal
sources of liquidity will improve when net cash is provided by operating
activities and, until such time, the Company will rely on external sources for
liquidity. The Company has not established any other lines of credit or other
similar financial arrangements with any lenders. If it appears at any time in
the future that the Company is again approaching a condition of cash deficiency,
the Company will be required to seek additional debt or equity financing or
bring cash flows in balance. If such action is required, there is no assurance
that the Company will be successful in any such effort.
RECENT TRANSACTIONS
On June 10, 1996, the Company filed an SB-2 Registration Statement
with the Securities and Exchange Commission. The Prospectus relates to the
issuance by the Company of up to 495,334 shares of Company Common Stock, $.001
par value ("Common Stock"), to fund debt settlements, 245,334 shares to be
issued upon the date of this Prospectus and up to 250,000 shares to be issued to
(1) cover any short-fall in funding certain debt settlements and (2) fund any
outstanding debt obligations or settlements that may be negotiated in the
future. This Prospectus also relates to the resale of 2,373,787 shares of Common
Stock which may be sold by the holders thereof ("Selling Stockholders") from
time to time as market conditions permit in the market, or otherwise, at prices
and terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The shares of Common Stock to be resold include
666,526 shares currently issued and outstanding and up to 1,707,261 shares to be
issued upon (i) exercise of warrants outstanding to purchase an aggregate of
666,666 shares ("Warrants"), (ii) exercise of options outstanding to purchase an
aggregate of 331,995 shares ("Options"), and (iii) conversion of 418,750
outstanding shares of the Company's Series A and Series B Preferred Stock to
adjustment (collectively, "Preferred Stock") presently convertible to purchase
an aggregate of 708,690 shares, subject to adjustment. The shares to be issued
by the Company to cover any short-fall in funding certain debt settlements or to
fund debt obligations or additional debt settlements will be offered on a
negotiated "best-efforts, no minimum" basis. The Company will retain all
proceeds from the exercise of the Warrants and Options, regardless of the number
10
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exercised. Such proceeds (a maximum amount of approximately $2,248,865) will be
used for working capital and general corporate purposes. The Company will not
receive any proceeds from the resale of Common Stock by the Selling Stockholders
or upon conversion of the Preferred Stock. The Company's Common Stock is traded
on the Nasdaq SmallCap Market under the symbol "WGHI".
SUBSEQUENT EVENTS
The Company completed an agreement which included the sale of
Network Capital Group ("Network"), a wholly-owned subsidiary of WGHI to PBF Land
Company ("PBF"). As part of this agreement, WGHI acquired real estate in Palm
Beach County, Florida with a value in excess of $2,000,000 and has an option to
acquire additional property worth approximately $4,000,000. Consideration for
the Palm Beach real estate was in convertible preferred shares with no coupon,
and with an extended conversion time at market. As part of this agreement, WGHI
divests itself of California real estate that was the primary asset of Network.
This transaction will result in approximately $150,000 in annual savings to the
Company, and avoid potential environmental concerns. PBF will be retained by and
act for WGHI to manage the real property interests transferred by to WGHI by
PBF. For this management, PBF will be paid a fee of $10,000 per month.
Management has the option to prepay this expense.
The Company acquired the stock of Green World Technologies, Inc.
("Green World") from GTB Company. Green World is a nationwide marketer of the
Talon Refrigerant Management System("Talon"), an energy-saving add-on to
air-cooled condensers found in air conditioners, heat pumps and refrigeration
systems. Green World has been establishing a dealer network and currently has
commitments from nine dealers and negotiations with 50 more located on the West
Coast, plus Hawaii and the Pacific Basin, from the Marshall to the Fiji Island.
In consideration for the acquisition, the Company issued 130,000 shares of Class
D Convertible Preferred Stock, stated value of $10.00 per share ("Preferred
Stock"), which Preferred Stock is convertible into Common Stock at the option of
the holder at any time within one year of issuance at a conversion price of $.45
per share of Common Stock. The converted shares may be registered on the next
registration statement and will not be converted before one year. Green World
has executed an exclusive contract for the sales of its Talon with Trane
Specialty A/C Products ("Trane"). The contract calls for Trane to purchase no
less than 7,125 units over the next 24 months, with 2,535 units in the first 12
months and 4,800 the remaining 12 months and is renewable for an additional 24
months. Additionally, the contract allows the distributor the exclusive right to
market in 16 California counties including those counties in the San Francisco
Bay area. The Talon unit has an average payback from energy savings of eight
months and is regarded as one of the premier energy saving devices being
marketed today.
Management has determined that certain Warrants and Options have
expired or were issued improperly. Management has instructed counsel of its
intention to remove all Warrants and Options from the amended SB-2 Registration
Statement. The Company will restate the issued and outstanding Warrants and
Options with the subsequent filing
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of the amended SB-2. It is anticipated that the share count will reflect a
decrease in the number of outstanding shares on a fully diluted basis.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a defendant in Robert J. Conover vs. Greentree
Mortgage Co., L.P. and Greentree Management Corporation (collectively,
"Greentree"), Westmark Group Holdings, Inc., Westmark Mortgage Corporation and
Michael F. Morrell, Superior Court of New Jersey, Chancery Division, Burlington
County, filed September 25, 1995. The plaintiff served as president and chief
financial officer of Greentree pursuant to an employment agreement between the
plaintiff and Greentree. Plaintiff was discharged from those positions in
September 1995. Plaintiff brought this action for compensatory damages based
upon alleged breach of such employment agreement. Plaintiff seeks, among other
things, damages against Westmark and Mr. Morrell based upon an allegation of
intentional interference with contractual obligations and a third party
beneficiary claim with respect to the Company. Mr. Morrell is indemnified by the
Company.
On October 27, 1995, the plaintiff sought a temporary restraining
order and preliminary injunction enjoining the Company from the acquiring
Greentree. Such request was denied as the Court found that, among other things,
the applicable test requiring plaintiff to show a likelihood of success on the
merits was not met. The Company has terminated negotiations with Greentree.
Greentree has agreed to maintain a minimum net worth of $1,000,000. Management
believes that this obligation does not transfer in any way to the Company in
connection with its attempted purchase of certain assets of Greentree. Greentree
disputes the allegations of the complaint. The Company believes that there is
not legal justification for the joinder of the Company and Mr. Morrell as
defendants in the pending dispute between the plaintiff and Greentree, and
intends to vigorously defend this allegation.
In the matter of Saxon Mortgage v. Westmark, Saxon Mortgage obtained
a judgment in the amount of $469,348 in connection with various repurchase
obligations. An amount of $50,000 has been paid, and the remaining liability of
$419,348 is accrued at December 31, 1995. The Company has reached a settlement
which calls for monthly payments of $11,788 for 36 months.
The Company is a defendant in Conway et al v. Danna, Network
Financial Services, Inc., et al. The suit alleges Unfair Practices, Fraud
(Negligent Misrepresentations; Intentional Misrepresentations; Concealment);
Breach of Written Contract; Breach of Implied Covenant of Good Faith and Fair
Dealing; Common Count; and Breach of California Securities Statutes against
Network Financial Services, Inc. (a.k.a. Westmark Group Holdings, Inc.) and
others. The Company considers the risk of loss in this matter to be remote and,
consequently, no amount has been accrued as of December 31, 1995.
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The Company is plaintiff in Network Financial Services, Inc. v.
McCurdy, Raiche, Ryals, Nash & Moss Land Company, filed March 1993 in Monterey
County, California Superior Court. The plaintiff alleges fraud, negligent
misrepresentation, breach of fiduciary duty, negligence, quiet title, RICO
violations and conversion. Defendant McCurdy initiated a cross-complaint naming,
among others, the Company as a cross defendant. The cross-complaint seeks
damages for breach of a stock option agreement, breach of contract, and
declaratory relief. The Company has finalized a settlement with defendants
Raiche and Ryals, wherein defendants Raiche and Ryals transferred 7,166 shares
to the Company's Common Stock to the Company in addition to one-half (1/2)
interest in certain property. The balance of the pending litigation involving
defendant and cross-complaint McCurdy and others is unaffected by the
Raiche/Ryals settlement. Management intends to vigorously defend this
cross-complaint.
The Company is defendant in Knight v. Lomas Mortgage U.S.A. and
Westmark Mortgage Corporation. The complaint is based upon a contention by the
Plaintiff that Lomas Mortgage U.S.A. as the servicing agent wrongfully impaired
the credit rating of Plaintiff and breached the written agreement between the
parties. A preliminary determination indicates that the basis for the dispute is
between Lomas U.S.A. and the Plaintiff, but the Company has been named as a
party defendant in view of the original contractual relationship between the
Plaintiff and Westmark. The Company considers the risk of loss in this matter to
be remote, and consequently, no amount has been accrued as of December 31,1995.
The Company is a defendant in Ortega v. Michael Santa Maria et al
filed in Orange County Superior Court of the State of California.. The complaint
is based upon a contention by the Borrower Ortega that Santa Maria, individually
and as a owner/manager/broker of Bann Cor Mortgage made false presentations of
material fact to plaintiffs. The Company acquired this loan from Bann Cor and
subsequently sold the loan to Imperial Credit Industries. A preliminary
determination indicates that the basis for the dispute is between Santa Maria,
the broker and Bann Cor. However, the Company has been named as a party
defendant. Westmark generally and specifically denies each and every allegation
contained in the complaint. The Company considers the risk of loss in this
matter to be minimal and fully intends to defend this action.
From time to time the Company is a defendant (actual or threatened)
in certain lawsuits encountered in the ordinary course of its business, the
resolution of which, in the opinion of management, should not have a material
adverse affect on the Company's financial position.
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ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
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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.
WESTMARK GROUP HOLDINGS, INC.
BY: /s/ NORMAN J. BIRMINGHAM
NORMAN J. BIRMINGHAM, DIRECTOR, CHAIRMAN,
PRESIDENT & CHIEF EXECUTIVE OFFICER
(PRINCIPAL ACCOUNTING OFFICER AND DULY
AUTHORIZED OFFICER OF THE REGISTRANT)
BY: /s/ MARK D. SCHAFTLEIN
MARK D. SCHAFTLEIN, DIRECTOR & PRESIDENT OF
WESTMARK MORTGAGE CORPORATION, CHIEF
FINANCIAL OFFICER OF WESTMARK GROUP
HOLDINGS, INC. (DULY AUTHORIZED DIRECTOR &
OFFICER OF THE REGISTRANT)
DATED: APRIL 29, 1997
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