SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File
JUNE 30, 1997 NO. 0-18945
WESTMARK GROUP HOLDINGS, INC.
DELAWARE 84-1055077
(State of Incorporation) (I.R.S. Employment Identification No.)
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
(561) 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, 1997
WAS 10,023,082.
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)
Notes to consolidated financial statements.............3
Consolidated balance sheet as of June 30, 1997 and
December 31, 1996....................................5
Consolidated statement of operations for the six months
ended June 30, 1997..................................6
Consolidated statement of cash flows for the six months
ended June 30, 1997. ................................7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
Condition and Results of Operations....................8
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS..................................10-12
ITEM 2. CHANGES IN SECURITIES.................................13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS...............................................13
ITEM 5. OTHER INFORMATION.....................................13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................13
Signatures............................................................14
2
<PAGE>
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, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company' audited annual report on Form 10-KSB for the year ended December 31,
1996. Loan origination and gain on sale has been restated for June 30, 1996 to
reflect the removal of interest income from this category to more definitively
allow the reader to compare all sources of revenue. Correspondingly, the
interest expense and professional fees have been restated for June 30, 1996 for
the same purpose.
NOTE 2: 1997 FINANCING ACTIVITY
The Company received $150,000 from PBF Land Co. ("PBF". An additional
amount of $112,586 was received from officers, directors and officers or
directors of subsidiaries. All monies received were used for funding operating
activities in the first quarter of 1997.
The Company was successful in its bid to obtain additional lines of
credit for funding loan activities by securing lines of credit, on favorable
terms from Household Financial Services, Inc. ($5 million) and The Money Store
($5 million). The current line was reduced with Princap from $15 to $10 million.
This increase and improvement of terms positions the Company to meet its
budgetary targets for loan funding growth for 1997.
Outstanding debts were reduced by the issuance of 424,900 Common
Shares totaling $833,812.
Additionally, 400,000 Company shares underlying series F Preferred
shares were issued, in escrow, for the potential completion of acquiring $1
million in additional Palm Beach County, FL land. The acquisition requires
several other criteria to be completed prior to its closure.
3
<PAGE>
PART I FINANCIAL INFORMATION
WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30,
1997
(UNAUDITED)
ASSETS
Current Assets:
Cash and Equivalents ................................... $ 89,632
Accounts receivable, net of reserve .................... $ 22,648
Mortgage loans held for sale ........................... $ 3,613,773
Inventory .............................................. $ 42,207
Other current assets
Total Current Assets ................................... $ 3,768,260
Fixed Assets:
Office Buildings ....................................... $ 162,965
Office Equipment ....................................... $ 74,797
Equipment .............................................. $ 323,357
Equipment Leased ....................................... $ 17,534
Leasehold Improvements ................................. $ 43,898
Less Accumulated Depreciation .......................... $ (335,121)
-----------
Total Fixed Assets ..................................... $ 287,430
Other Assets:
Investment Real Estate ................................. $ 1,000,000
Investment Preferred Stock ............................. $ 2,000,000
Goodwill, net of amortization .......................... $ 1,651,598
Dividends Receivable ................................... $ 210,000
Deposits and other assets .............................. $ 626
-----------
Total Other Assets ..................................... $ 4,862,224
TOTAL ASSETS ................................................ $ 8,917,914
===========
4
<PAGE>
WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
JUNE 30,
1997
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account Payable ............................. $ 561,593
Warehouse line of credit .................... $ 3,167,355
Interest payable ............................ $ 303,071
Settlement liability ........................ $ 407,560
Notes Payable Current ....................... $ 661,757
Payroll taxes payable ....................... $ 43,976
Dividends Payable ........................... $ 188,476
Other current liabilities ................... $ 210,625
------------
Total Current Liabilities ................... $ 5,544,413
Long Term Notes ............................. $ 1,760,778
------------
Total Long Term Liabilities ................. $ 1,760,778
Total Liabilities ................................ $ 7,305,191
============
Stockholders' Equity
Preferred shares, $.001 par value, 10,000,000
shares authorized, 503,314 issued
and outstanding ............................. $ 2,459,755
Common stock, $.001 par value, 50,000,000
shares authorized, 10,023,082 issued
and outstanding ............................. $ 10,023
Additional paid in capital .................. $ 27,733,111
Stock issued unearned/unpaid ................ $ (1,592,435)
Accumulated deficit ......................... $(26,997,731)
------------
Total Stockholders' Equity ................... $ 1,612,723
Total Liabilities and Stockholders' Equity ....... $ 8,917,914
============
5
<PAGE>
WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30, June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Revenues:
Loan origination and gain on sale $ 1,509,970 $ 611,391 $ 2,540,752 $ 1,208,712
Product Sales .................... $ 55,888 -- $ 80,528
Interest Income .................. $ 220,651 $ 35,154 $ 451,390 $ 110,735
Other income ..................... $ (4,325) $ 7,155 $ 14,789 $ 11,325
----------- ----------- ----------- -----------
Total Revenues ....................... $ 1,782,184 $ 653,700 $ 3,087,459 $ 1,330,772
EXPENSES:
Loan origination costs ........... $ 28,154 $ 119,523 $ 73,549 $ 572,747
Cost of goods sold ............... $ 36,205 -- $ 43,272
Interest ......................... $ 264,237 $ 188,434 $ 465,411 $ 511,668
General and administrative ....... $ 1,085,681 $ 374,026 $ 1,933,846 $ 722,085
Professional fees ................ $ 180,490 $ 36,851 $ 308,236 $ 106,835
Marketing and advertising ........ $ 8,093 $ 8,397 $ 13,959 $ 32,053
Non cash compensation ............ $ 180,735 $ 392,000 $ 483,052 $ 392,000
Servicing sale adjustment ........ -- $ (70,000) -- $ (70,000)
Goodwill amortization ............ $ 51,681 $ 24,729 $ 103,362 $ 49,458
Depreciation ..................... $ 17,846 $ 23,812 $ 35,692 $ 47,624
----------- ----------- ----------- -----------
Total Expenses ....................... $ 1,853,122 $ 1,097,772 $ 3,460,379 $ 2,364,470
Other Income (Expenses)
Gain on debt extinguishment ...... $ 68,976 -- $ 68,976
Dividend income .................. $ 35,000 $ 70,000 $ 70,000 $ 70,000
----------- ----------- ----------- -----------
Gain (Loss) from continuing operations $ 33,038 $ (374,072) $ (233,944) $ (963,698)
Provision for income tax
Net Income (Loss) .................... $ 33,038 $ (374,072) $ (233,944) $ (963,698)
=========== =========== =========== ===========
NET LOSS PER SHARE ................... $ 0.01 $ (0.12) $ (0.04) $ (0.33)
WEIGHTED AVERAGE SHARES OUTSTANDING .. 5,581,489 3,016,122 5,581,489 3,016,122
</TABLE>
6
<PAGE>
WESTMARK GROUP HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, June 30,
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES
Consolidated net income (loss) .......................... $ (233,944) $ (963,698)
Adjustment to reconcile consolidated net
(loss) to cash used in operations:
Depreciation ........................................ $ 35,692 $ 47,624
Stock issued for services ........................... $ 483,052 $ 392,000
Amortization ........................................ $ 103,362 $ 49,458
----------- ------------
Cash provided (used) in operations before working capital $ 388,162 $ (474,616)
(Increase)/Decrease in accounts receivable .......... $ (3,937) $ (67,296)
(Increase)/Decrease in current assets ............... $ (11,553) $ 25,996
(Increase)/Decrease in mortgages held for sale ...... $ 1,381,420 $ 12,671,366
(Increase)/Decrease in other assets ................. -- $ 2,120
Increase/(Decrease) in accounts payable ............ $(1,083,820) $ (620,895)
Increase/(Decrease) in other notes ................. $(1,822,506) $ (1,482,154)
Increase/(Decrease) in long term notes ............ $ 1,760,778
Increase/(Decrease) in interest payable ............ $ 61,379 $ (80,008)
Increase/(Decrease) in other current liabilities ... $ 141,766 $ (267,395)
----------- ------------
Net cash provided for working capital changes ........... $ 423,527 $ 10,181,734
Cash provided for operating activities .................. $ 811,689 $ 9,707,118
INVESTING ACTIVITIES
Purchase of fixed assets and improvements .......... $ (25,040)
----------- ------------
Cash provided/(used) in investing activities ....... $ (25,040) $ --
FINANCING ACTIVITIES
Net Increase/(Decrease) in warehouse line of credits $(1,580,666) $(12,053,377)
Stock for payment of debt .......................... $ 833,812
Cash received MIOA ................................. -- $ 2,428,593
Payment of notes receivable stock sale ............. -- $ 374,222
Repurchase of stock ................................ -- $ (700,000)
Sale of stock for cash ............................. -- $ 10,000
Cash provided/(used)by financing activities ............. $ (746,854) $ (9,940,562)
Net Increase/(Decrease) in cash ......................... $ 39,795 $ (233,444)
Cash and cash equivalent, beginning period .............. $ 49,837 $ 311,916
Cash and cash equivalent, end of period ................. $ 89,632 $ 78,472
=========== ============
</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 increased to $1,782,184 in the
quarter ended June 30, 1997 from $653,700 in the quarter ended June 30, 1996, an
increase of 173%. The increase is a result of substantial growth in sub-prime
(non-conforming) loan volume and loan sales. The net profit margins on all loan
sales have increased to an average of 4.19% from an average of 1.04% for the
respective periods an increase of 303%. This increase is due to the completion
of the shift from originating conforming "A" loans to the more profitable
non-conforming B/C mortgages. Interest income rose even with the reduction of
holding periods prior to sale because of the increased rates charged on
non-conforming loans. Interest on closed loans has been included as of the date
of closing for loans remaining on the line at the end of the quarter. The change
has been made to reflect the growing interest income at closing and the belief
that it is a tangible event and more accurately reflects the true financial
condition. Previously the cash received from this interest income was recorded
at sale. This condition changed significantly in the second quarter with the
utilization of our new credit facilities that do not require the Company to
disburse significant cash flow at loan closing.
Expenses for the quarter ended June 30, 1997 increased to $1,853,122
from $1,097,772 for the period ended June 30, 1996 a 69% increase. The primary
reasons for the increases were the expenses incurred for startup in a
subsidiary, Green World Technologies, Inc. and the costs of professional
services relating to the filing of a registration statement as well as costs
associated with securing financing and the resulting need for increased public
relations expenses. In addition new staff has been added to support the growing
loan volume as well as new account executives to further increase loan
production. Loan origination costs decreased 76% to $28,154 for the current
quarter from $119,523 in the comparable prior year quarter ending June 30, 1996.
Since the second quarter of 1996, loan origination costs consist of appraisal
fees, documentation fees, credit reports, mortgage insurance and recording fees.
General and Administrative expenses increased 190% to $1,085,681 from $374,026
for the quarter ended June 30, 1996. Marketing and Advertising expense decreased
4% to $8,093 from $8,397 for the quarter ended June 30, 1996.
Net income for the current quarter was $33,038 or $0.01 per share as
compared to a net loss of $374,072 or $.12 per share for the quarter ended June
30, 1996. This first quarterly profit in the Company's history is due to the
increased income from the gain on sale of non-conforming loans and an active
reduction of the cost of closing loans through the implementation of new
mortgage software allowing the company to refrain from utilizing some outside
services in the creation of the final loan packages. The income or loss
breakdown is as follows: Westmark Mortgage Corporation $0.11, Green World $
(0.03) WGHI $(0.07).
8
<PAGE>
BUSINESS OPERATIONS
During the second quarter of 1997, the Company continued to focus its
business to funding non-conforming, B/C paper with approximately 93% of all
closed loan volume being B/C loan fundings. Total B/C loan fundings increased
from $ 7.83 million in the 3 months ending June 30, 1996 to $29.57 million for
the three months ended June 30, 1997, an increase of 278%.
The Company expanded its B/C lending program through bulk sales during
the last year and saw record revenue generated in the first six months of 1997
from this expansion. B/C loans are for borrowers with credit histories that fall
below the guidelines set forth by Fannie Mae and Freddie Mac. The Company is
focusing its marketing efforts in the B/C loan market due to the enhanced
returns. The increase in the B/C loans has come primarily from an increased
market share in Florida and California. Management intends to continue its
marketing strategy in additional states, including Georgia, Missouri, Arizona
and Illinois where licensing and/or sales activities began or expanded this
period. Further expansion is expected in the Northwestern and Midwestern
sections of the country in the third quarter of 1997.
The Company continues to sell loan origination's on a
"Aservicing-released" basis to investors in the normal course of business. The
Company's bulk sales program for B/C paper in which loans are pooled and sold in
packages ranging from $500,000 to $4,000,000 remains an integral key to future
growth. During the second quarter, bulk sales deliveries were completed
successfully with institutional investors, such as Household Financial Services,
Inc., The Money Store, Green Tree Mortgage, Southern Pacific Financial Corp,
Morcap and Aames. The Company anticipates further growth of interested
institutional buyers and is negotiating for participation into loan
securitization pools to further enhance revenue. The expansion of the warehouse
line of credit is integral for participation in the securitization pools.
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 originations, purchases, payment of interest expenses, operating
expenses, taxes and capital expenditures, along with settlement agreements
negotiated through June 30, 1997.
On June 30, 1997, total stockholders equity was $1,612,723. 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 various lenders
including Princap Mortgage, Inc., Household Financial Services, Inc. and The
Money Store ("Warehouse Facility"). Pursuant to the Warehouse Facility, the
Company has available a total secured revolving credit line of $20 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. These
various lines bear interest at annual rates ranging from 1 1\2 to 2% above
prime, payable at the time of purchase by the permanent investor. The Warehouse
Facility provides for a transaction charge from $140 per loan to as low as $50
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,
1997, the balance outstanding, pursuant to this Warehouse
9
<PAGE>
Facility, totaled $3,167,355. 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 1997, the Company issued 4,514,584 shares of stock. The increase in
the number outstanding was attributable to Professional fees for legal services,
various consulting agreements, the payment of accounts payable, interest and
conversion of notes and preferred stock conversions. Consulting agreements were
for services provided in areas of public relations and acquisitions.
The Company's internally generated cash flows from operations have
historically been insufficient for its cash needs. In the second quarter of 1997
the Company reached a level of cash flow to support its monthly expenses and to
negotiate and pay restructured past debts. It is expected that internal sources
of liquidity will improve when net cash is provided by operating activities and,
until such time, the Company is seeking additional financing to retire the
remaining debt and create and change from defaulted debt to current and long
term debt for which payments will be supported by cash flow from operations.
During the first and second quarter, a subsidiary, Westmark Mortgage Corporation
("WMC") exceeded cash flow needs for daily operations by $837,490. 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.
SUBSEQUENT EVENTS
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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 $61,788 has been paid, and the remaining liability of
$407,560 is accrued at December 31, 1995. The Company has reached a settlement
which calls for monthly payments of $11,788 for 36 months.
Counsel for the Company anticipates a further amendment to the
stipulated judgment wherein all monthly payments are suspended in consideration
for which the Company will secure the obligation to Saxon Mortgage with a
portion of the real property acquired from PBF. The Company would remain
obligated for the full payment of $407,560 on July 15, 1998 and would be
entitled to a full release and final settlement upon payment of the sum of
$318,261 on or before June 27, 1997.
10
<PAGE>
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
of 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-complaintant 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
third 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.
The Company and plaintiffs entered into an agreement wherein and
whereby the subject litigation was dismissed without prejudice. The case was
refiled in Orange County, California Superior Court on October 29, 1996. The
Company does not anticipate any liability with respect to this litigation.
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
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.
The Company has filed a Demurrer to plaintiff's Complaint, which
Demurrer was sustained on or about October 11, 1996. Although plaintiff has been
allowed time to file an Amended Complaint, it is anticipated that plaintiff will
dismiss the company from the pending litigation. The Company remains a party
defendant in the related cross complaint for indemnity filed by Imperial Credit
Industries.
One of the Company's wholly owned subsidiaries, Green World has been
named, together with other defendants, in a suit action SHAPE UP AMERICA V.
PHILLIPPE ET AL., filed in Alameda County, California Superior Court on August
19, 1996. The Complaint alleges breach of contract, conspiracy, fraud, and
quantum meruit. The basic premise to plaintiff's Complaint is that plaintiff
claims to be entitled to various forms of compensation based upon the sale of
certain licensing, patent and marketing rights to the Talon Refrigerant
Management System. The venue for this action
11
<PAGE>
has been transferred to Sacramento County and to date, no discovery has been
undertaken. Based upon a preliminary review of relevant documentation, the
Company does not anticipate any liability.
The Company has received a demand for Arbitration from Amber Capital
Corporation, Universal Solutions, Pyramid Holdings, Inc. and Affiliated
Services, Inc. which claims the Company breached contracts between the parties
and failed to issue and/or register securities pursuant to those contracts and
seeks compensating damages in an undetermined amount and recision of the stock
purchase agreements between the Company and the various parties. These contracts
were negotiated by former officers and directors of WGHI, who resigned from the
Company between November 1995 to January 1996.
The Company is a defendant in CORESTATES BANK, N.A. VS. WESTMARK
MORTGAGE CORPORATION, filed in the Circuit Court in Broward County, Florida on
June 20, 1997. The Plaintiff alleges breach of contract with respect to
brokering a sale of Company's loan servicing rights in 1994 resulting in damages
of approximately $73,000, exclusive of interest and costs. The Company
anticipates a settlement including a protracted payment plan.
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.
12
<PAGE>
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.
13
<PAGE>
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, CHIEF
FINANCIAL OFFICER (PRINCIPAL ACCOUNTING
OFFICER & DULY AUTHORIZED DIRECTOR OF THE
REGISTRANT)
BY: /s/ MARK D. SCHAFTLEIN
MARK D. SCHAFTLEIN, PRESIDENT, CEO,
DIRECTOR (DULY AUTHORIZED DIRECTOR & OFFICER
OF THE REGISTRANT)
DATED: JULY 16, 1997
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 89,632
<SECURITIES> 2,000,000
<RECEIVABLES> 22,648
<ALLOWANCES> 0
<INVENTORY> 3,655,980
<CURRENT-ASSETS> 3,768,260
<PP&E> 622,551
<DEPRECIATION> (335,121)
<TOTAL-ASSETS> 8,917,914
<CURRENT-LIABILITIES> 5,544,413
<BONDS> 0
0
2,459,755
<COMMON> 10,023
<OTHER-SE> 27,733,111
<TOTAL-LIABILITY-AND-EQUITY> 8,917,914
<SALES> 1,565,858
<TOTAL-REVENUES> 1,782,184
<CGS> 36,205
<TOTAL-COSTS> 64,359
<OTHER-EXPENSES> 1,460,167
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 264,237
<INCOME-PRETAX> 33,038
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,038
<EPS-PRIMARY> .01
<EPS-DILUTED> .005
</TABLE>
