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UNITED STATES SEC File Number
SECURITIES AND EXCHANGE COMMISSION 000-18945
Washington, D.C. 20549
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CUSIP Number
FORM 12b-25 960577401
NOTIFICATION OF LATE FILING
(Check One) [XX] Form 10-K [ ]Form 20-F [ ]Form 11-K [ ]Form 10-Q [ ]Form N-SAR
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For Period Ended: December 31, 1999
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_____________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the Commission has verified
any information contained herein. If the notification relates to a portion of
the filing checked above, identify the Item(s) to which the notification
relates:
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PART I - REGISTRANT INFORMATION
Westmark Group Holdings, Inc.
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Full Name of Registrant
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Former Name if Applicable
8000 North Federal Highway
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Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33487
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City, State and Zip Code
PART II - RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
Registrant will not be able to complete its Form 10-KSB by March 30,
2000, the due date, because it is still compiling data necessary for preparation
of the annual financial statements. The delay is due primarily to discovery of
discrepancies estimated at $2.2 million dollars between the recorded amounts and
the actual amounts of mortgage loans held for sale. The registrant is also
considering whether to eliminate up to $1.3 million of deferred tax assets from
its balance sheet and intends to increase its reserve for expected losses on
real estate owned by an estimated $700 thousand dollars. These adjustments,
along with operating losses and other adjustments, will result in a net loss for
1999 estimated at approximately $5 million dollars. The registrant intends to
file restated quarterly reports on Form 10-QSB for the second and third quarters
of 1999, and may file a restated Form 10-QSB for the first quarter of 1999. As a
result, management has been unable to devote its time to preparing the Form
10-KSB. Registrant expects that it will file its Form 10-KSB no later than 15
calendar days from March 30, 2000, exclusive of holidays and weekends, or on or
before April 14, 2000.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Douglas P. Fremont 561 650-7982
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [ ]
Yes [X ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made:
As previously stated, Registrant expects to restate earnings for at
least two quarters of 1999. Registrant expects the aggregate negative impact to
earnings, for the first three quarters will exceed $2.3 million. Because of the
negative impact on 1999 earnings, the Registrant is also considering whether to
eliminate $1.275 million of deferred tax assets from its balance sheet.
Westmark Group Holdings, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 30, 2000. By: /s/ Mark Schaftlein
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Mark Schaftlein, President, Chief
Executive Officer and Chairman of
the Board of Directors
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the persons
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C.
1001).
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GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549 in accordance with Rule 0-3
of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due
to difficulties in electronic filing should comply with either Rule 201
or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of
this chapter) or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter).
