As filed with the Securities and Exchange Commission on March 12, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------------------
WESTMARK GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3784149
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
355 N.E. Fifth Avenue, Delray Beach, Florida 33483
(Address of Principal Executive Offices)
COMPENSATION AGREEMENT OF CHARLES CHILLINGWORTH
(full title of plan)
Mark Schaftlein
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
561/243-8010
(Name, address and telephone number of agent for service)
-----------------
COPY TO:
Cassidy & Associates
1504 R Street, N.W.
Washington, D.C. 20009
202/387-5400
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
Title of Securities Maximum Aggregate Amount of
to be Registered Amount being Offering Price Offering Registration
Registered (1) Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock 27,000 $.91 $25,298 $100
$.001 par value
per share
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of
1933, as amended, the number of shares of the issuer's
Common Stock registered hereunder will be adjusted in the
event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the
amount of the registration fee pursuant to Rule 457, on
the basis of the average of $.937 and $.875, the high and
low price, respectively, of the Common Stock as reported
by the Nasdaq SmallCap Market on March 7, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
WESTMARK GROUP HOLDINGS, INC.
27,000 Shares of Common Stock, $.001 par value
Issued Pursuant to a Compensation Agreement
This Prospectus is a part of a registration
statement on Form S-8 (the "Registration Statement")
filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as
amended by Westmark Group Holdings, Inc. (the "Company"
or the "Registrant"). This Prospectus does not contain
all the information set forth in the Registration
Statement, including the exhibits filed as part thereof
and otherwise incorporated therein to which reference is
hereby made. Copies of the Registration Statement and
the exhibits may be inspected at the offices of the
Commission, and may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 upon payment of the prescribed
fees.
The compensation agreement, together with the
information contained in Items 1 and 2 of Part I hereof
and the documents incorporated by reference in Item 3 of
Part II of the Registration Statement, taken together,
are intended to constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of
1933, as amended, and Rule 428 of the General Rules and
Regulations of the Commission thereunder.
The Company's Common Stock is quoted on the Nasdaq
SmallCap Market under the symbol "WGHI". On March 7,
1997, the average high and low price for the Common Stock
was $0.91 per share.
ITEM 1. PLAN INFORMATION
The 27,000 shares of the Company's common stock,
$.001 par value per share, to which this Registration
Statement relates are being issued pursuant to a
compensation agreement (the "Agreement") with Charles
Chillingworth (the "Consultant") for services rendered for
the Company by the Consultant. The Agreement is filed as
part of this Registration Statement as an exhibit.
The common stock registered hereby (the "Common
Stock") is not subject to any provisions of the Employee
Retirement Income Security Act of 1974. The Common Stock
is treasury stock, and no shares thereof will be
purchased in the open market by the Registrant. There
are no restrictions imposed upon the Consultants in the
resale of the Common Stock within the United States
except those imposed by Federal or state securities laws
and regulations. The receipt of the Common Stock may be
considered income and may give rise to Federal and state
income taxation for the Consultant, who is advised to
consult with an advisor concerning taxation arising from
receipt of the Common Stock. The Registrant anticipates
that it will have a corresponding deduction for income
tax purposes as compensation paid to the Consultant.
Any person to whom the securities will be issued
under this Registration Statement may receive additional
information concerning the Company, the Agreement, this
Registration Statement or other information, without
charge, upon written or oral request made to Westmark
Group Holdings, Inc., 355 N.E. Fifth Avenue, Delray
Beach, Florida 33483, telephone number 561/243-8010.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The Company will provide without charge to each
person to whom a Prospectus is deliverd, upon the written
or oral request of any such person, a copy of any or all
of the documents incorporated by reference as specified
in Item 3 of Part II of the Registration Statement of
which this Prospectus forms a part exclusive of exhibits
thereto unless such exhibits are specifically
incorporated by reference into the information that has
been incorporated into this Prospectus and any other
documents required to be delivered pursuant to Rule
428(b) of the General Rules and Regulations of the
Commission. Requests for any of the foregoing should be
directed to Mark Schaftlein, Westmark Group Holdings,
Inc., 355 N.E. Fifth Avenue, Delray Beach, Florida 33483,
561/243-8010.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE PASSED
COMMISSION UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person has been authorized to give any
information or to make any representations in connection
with the offering described herein other than those
contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as
having been authorized by the issuer or any other person.
This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than
the shares of Common Stock to which it relates, or any
offer of such shares of Common Stock to any person in any
jurisdiction in which such offer is unlawful. The
delivery of this Prospectus at any time does not imply
that the information contained herein is correct as of
any time subsequent to such date.
The date of this Prospectus is March 12, 1997.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents and any and all amendments thereto
filed by Westmark Group Holdings, Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
1. The Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 1995 filed with the Commission on March 29,
1996 (file number 0-18945);
2. The Company's quarterly report on Form 10-QSB/A for
the period ended March 31, 1996, filed with the Commission on June 3,
1996, the Company's quarterly report on Form 10-QSB for the period
ended June 30, 1996 filed with the Commission on August 20, 1996,
and the Company's quarterly report on Form 10-QSB for the period
ended September 30, 1996 filed with the Commission on November 19,
1996 (file number 0-18945);
3. Any document filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") through and subsequent to
the date hereof and prior to the termination of the offering of the
securities subject hereto.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Company's Certificate of Incorporation, the
authorized capital stock of the Company consists of 60 million
shares, of which 50 million shares are Common Stock and 10 million
shares are Preferred Stock. As of the date of this Prospectus, the
Company had outstanding 5,258,698 shares of Common Stock and
118,750 shares of Series A Preferred Stock, 300,000 shares of
Series B Preferred Stock, 200,000 shares of Series C Preferred
Stock, 50,000 shares of Series D Preferred Stock and 130,000 shares
of Series E Preferred Stock. The Company has reserved 218,483
shares for issuance upon exercise of outstanding Options, 1,671,993
shares for issuance upon exercise of Warrants, and 3,194,994 shares
for issuance upon conversion of the Preferred Stock.
The following summary description of the securities of the
Company is qualified in its entirety by reference to the
Certificate of Incorporation, filed as an exhibit hereto.
Common Stock
The holders of Common Stock are entitled to one vote per
share with respect to all matters required by law to be submitted to
stockholders of the Company. The holders of Common Stock have the
sole right to vote, except as otherwise provided by law or by the
Company's Certificate of Incorporation, including provisions
governing any Preferred Stock. The Common Stock does not have any
cumulative voting, preemptive, subscription or conversion rights.
Election of directors and other general shareholder action requires
the affirmative vote of a majority of shares represented at a
meeting in which a quorum is represented. The outstanding shares of
Common Stock are, and the shares of Common Stock offered hereby
will be, validly issued, fully paid and non-assessable.
Subject to the rights of any outstanding shares of
Preferred Stock, the holders of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. In the event of liquidation,
dissolution or winding up of the affairs of the Company, the
holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment or
provision for all liabilities and any preferential liquidation
rights of any Preferred Stock then outstanding.
Preferred Stock
The Board of Directors is authorized, without action by
the holders of the Common Stock, to provide for the issuance of the
Preferred Stock in one or more series, to establish the number of
shares to be included in each series and to fix the designations,
powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. This
includes, among other things, voting rights, conversion privileges,
dividend rates, redemption rights, sinking fund provisions and
liquidation rights which shall be superior to the Common Stock. The
issuance of one or more series of the Preferred Stock could
adversely affect the voting power of the holders of the Common
Stock and could have the effect of discouraging or making more
difficult any attempt by a person or group to attain control of the
Company. The Company has no present plans to issue any additional
shares of Preferred Stock.
Series A Preferred Stock. In April 1996, the Board of
Directors established a series of shares setting forth the
preferences, rights and limitations and authorizing the issuance of
up to 200,000 shares of series A cumulative Preferred Stock
("Series A Preferred Stock"). In April 1996, an aggregate of
118,750 shares of Series A Preferred Stock were issued to
unaffiliated third parties. The Series A Preferred Stock has a
liquidation preference of $4 per share, plus any accrued unpaid
dividends, is redeemable by the Company at a redemption price of $4
per share, plus accrued unpaid dividends to the date of redemption,
after October 1, 1996 the holder can force redemption by the
Company upon the same redemption terms that the Company possesses,
and does not have any voting rights. The shares of Series A
Preferred Stock are convertible into shares of Common Stock at the
lesser of (i) $1.50 or (ii) 84% of the closing bid price on the day
prior to conversion (subject to adjustment).
Series B Preferred Stock. In April 1996, the Board of
Directors established a series of shares setting forth the
preferences, rights and limitations and authorizing the issuance of
up to 300,000 shares of series B cumulative Preferred Stock
("Series B Preferred Stock"). In April 1996, an aggregate of
300,000 shares of Series B Preferred Stock were issued with an
aggregate stated value of $600,000. The Series B Preferred Stock
has a liquidation preference of $2 per share, plus any accrued
unpaid dividends, is redeemable by the Company at a redemption
price of $2 per share, plus accrued unpaid dividends to the date of
redemption, and does not have any voting rights. The shares of
Series B Preferred Stock are convertible by the holders in shares
of Common Stock at the lesser of (i) $2.00 or (ii) 84% of the
closing bid price on the day prior to conversion (subject to
adjustment). The shares of Series B Preferred Stock automatically
convert, at the above referenced conversion rate, into shares of
Common Stock in April 1998.
Series C Preferred Stock. In March 1996, the Board of
Directors established a series of shares setting forth the
preferences, rights and limitations and authorizing the issuance of
up to 500,000 shares of series C cumulative Preferred Stock
("Series C Preferred Stock"). Effective March 1996, an aggregate of
200,000 shares of Series C Preferred Stock were issued with an
aggregate stated value of $700,000. Upon the closing of the
Westmark-Medical Industries Agreement, the 200,000 shares of Series
C Preferred Stock will be redeemed.
Series D Preferred Stock. In August 1996, the Board of
Directors established a series of shares setting forth the
preferences, rights and limitations and authorizing the issuance of
up to 1,000,000 shares of series D convertible Preferred Stock
("Series D Preferred Stock"). In August 1996, an aggregate of
49,968 shares of Series D Preferred Stock were issued with an
aggregate stated value of $249,840. The Series D Preferred Stock
pays interest quarterly at 10% per annum. The Series D Preferred
Stock has a liquidation preference of $5 per share, is redeemable
by the Company and does not have any voting rights. The shares of
Series D Preferred Stock are convertible by the holders in shares
of Common Stock at 100% of the closing bid price on the day of
conversion.
Series E Preferred Stock. In July 1996, the Board of
Directors established a series of shares setting forth the
preferences, rights and limitations and authorizing the issuance of
up to 130,000 shares of series E convertible Preferred Stock
("Series E Preferred Stock"). In July 1996, an aggregate of 130,00
shares of Series E Preferred Stock were issued with an aggregate
stated value of $1,300,000. The 130,000 shares of Series E
Preferred Stock will be converted by the holder at the price of
$.45 per share, for the issuance of 2,888,889 shares of Common
Stock upon the closing of the Westmark-GTB Agreement, and for
purposes of this Prospectus are not deemed outstanding.
Series F Preferred Stock. In August 1996, the Board of
Directors established a series of shares setting forth the
preferences, rights and limitations and authorizing the issuance of
up to 1,000,000 shares of series F convertible Preferred Stock
("Series F Preferred Stock"). The Series F Preferred Stock has a
liquidation preference of $5 per share, is redeemable by the
Company and does not have any voting rights. The shares of Series
F Preferred Stock are convertible by the holders in shares of
Common Stock at the greater of (i) $1.00 or (ii) the average
closing bid price for the five days prior to conversion (subject to
adjustment).
Warrants
There are warrants outstanding authorizing the holders to
purchase an aggregate of 1,671,993 shares of Common Stock,
currently exercisable and expiring between one and eight years at
exercise prices between $1.00 and $9.00.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation for the Company provides that:
A. The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by
or in the right of the Company) by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of NOLO
CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his
conduct was unlawful.
B. The Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Company unless and only to
the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
C. To the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections (A) and (B), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith.
D. Any indemnification under subsections (A) and (B) (unless
ordered by a court) shall be made by the Company only as authorized
in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct
set forth in subsections (A) and (B). Such determination shall be
made (i) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (iii)
by the stockholders.
E. Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the Company
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company
as authorized by the Certificate of Incorporation. Such expenses
(including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board
of Directors deems appropriate.
F. The indemnification and advancement of expenses provided
by, or granted pursuant to, the Certificate of Incorporation shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.
G. The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the Company would have the power to
indemnify him against such liability under the Certificate of
Incorporation.
H. The indemnification and advancement of expenses provided
by, or granted pursuant to, the Certificate of Incorporation shall,
unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
4.1* Form of specimen Common Stock
5.1 Opinion of Cassidy & Associates
10.1 Westmark Group Holdings, Inc. Compensation
Agreement with Consultant
24.1 Consent of Comiskey & Company, P.C.
24.2 Consent of Cassidy & Associates (contained in
Exhibit 5.1)
* Previously filed as an exhibit to the Company's
registration statement on Form SB-2 filed June 10,
1996 as amended (Commission File No. 333-05599),
and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
i. To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration
statement; and
iii. To include any additional or changed material
information with respect to the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly authorized this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Delray Beach, State of Florida, on the 11th day of March, 1997.
WESTMARK GROUP HOLDINGS, INC.
By /s/ MARK SCHAFTLEIN
Mark Schaftlein, Chief
Operating Officer
By /s/ NORMAN BIRMINGHAM
Norman Birmingham, Chief
Financial Officer
----------------------------
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ MARK SCHAFTLEIN Director March 11, 1997
Mark Schaftlein
/s/ NORMAN J. BIRMINGHAM Director March 11, 1997
Norman J. Birmingham
/s/ PAYTON STORY Director March 11, 1997
Payton Story
EXHIBIT 5.1
[CASSIDY & ASSOCIATES LETTERHEAD]
March 10, 1997
Board of Directors
Westmark Group Holdings, Inc.
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
Gentlemen:
This opinion letter is submitted to you in conformance
with Item 601 of Regulation S-B of the Securities and Exchange Commission
with respect to the registration on Form S-8 (the "Registration Statement")
by Westmark Group Holdings, Inc., a Delaware corporation, ("the Company") of
27,000 shares of Common Stock, $.001 par value per share ("the Shares"), to
be issued to Charles Chillingworth.
We have examined the original, certified, conformed, photostatic,
electronic, facsimile or other forms of such corporate records, resolutions,
certificates, authorizations or other documents as we have considered relevant
to our opinion. In all such examinations, we have assumed the genuineness of
all signatures on original documents and the conformity to originals
and certified documents of all copies submitted to us as conformed,
photostatic, electronic or facsimile copies. In reviewing corporate records and
other documents, we have assumed the accuracy of those records and documents.
We have consulted with such officers, directors, employees, and advisors of
the Company in regard to questions of material fact as we have considered
relevant to our opinion, and have relied upon the accuracy and completeness
of the statements and representations of such persons. We have examined such
laws, statutes, judicial or administrative decrees, interpretations and
opinions, and such other sources as we have considered material to the legal
issues relevant to our opinion.
Based upon and in reliance on the foregoing, we are of the opinion that
the Shares have been duly authorized for issue and that the Shares, when issued
as authorized by the Board of Directors of the Company, will be duly authorized
and validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion letter in the
Registration Statement to be filed with the Securities and Exchange Commission.
Sincerely,
Cassidy & Associates
By /s/ JAMES M. CASSIDY
James M. Cassidy, Esq.
EXHIBIT 10.1
[WESTMARK GROUP HOLDINGS, INC. LETTERHEAD]
February 28, 1997
VIA FACSIMILE - (561) 640-9422
Mr. Charles C. Chillingworth, PA
2090 Palm Beach Lakes Blvd.
Suite 800
West Palm Beach, Florida 33409
Re: S-8 Issuance
Dear Mr. Chillingworth:
Westmark Group Holdings, Inc. acknowledges that Charles Chillingworth has
provided consulting services to Westmark and in consideration for said
services, Westmark will agree to pay Charles Chillingworth 27,000 shares of
common stock of the Company through an S-8 Registration Statement.
Very truly yours,
/s/ Mark Schaftlein
MARK SCHAFTLEIN
MS:jh
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 registration
statement of our report, dual dated March 20, 1996 and April 19, 1996, on the
financial statements of Westmark Group Holdings, Inc., and to reference to our
firm under the caption "experts" in the prospectus.
Aurora, Colorado
March 10, 1997
COMISKEY & COMPANY, A
PROFESSIONAL CORPORATION
