SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
WESTMARK GROUP HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK PAR VALUE $ 0.005
3,579,239 SHARES OUTSTANDING
- --------------------------------------------------------------------------------
(Title of Class of Securities)
960577401
- --------------------------------------------------------------------------------
(CUSIP Number)
DORI CARPINELLO
PRESIDENT
WHITEHALL FINANCIAL SERVICES, INC.
644 CYPRESS KEY DRIVE
ATLANTIS, FLORIDA 33462
(561) 433-4800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
4 MAY 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 960577401 13D Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WHITEHALL FINANCIAL SERVICES, INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
"
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WORKING CAPITAL - "WC"
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
757,111
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 190,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
567,111
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
757,111
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.15 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CORPORATION - "CO"
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 960577401 13D Page 3 of 5 Pages
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
THE ISSUER IS:
WESTMARK GROUP HOLDINGS, INC.
8000 N. FEDERAL HIGHWAY
BOCA RATON, FLORIDA 33487
THE SECURITY IS THE COMMON STOCK OF THE ISSUER, PAR VALUE $0.005 PER SHARE, OF
WHICH 3,579,253 SHARES ARE OUTSTANDING
- --------------------------------------------------------------------------------
Item 2. Identity and Background.
(a) WHITEHALL FINANCIAL SERVICES, INC.
(b) 644 CYPRESS KEY DRIVE
ATLANTIS, FLORIDA 33462
(c) FINANCIAL CONSULTING
(d) WHITEHALL FINANCIAL SERVICES, INC., OR ANY OF ITS OFFICERS, DIRECTORS
OR SHAREHOLDERS HAVE NEVER BEEN CONVICTED IN A CRIMINAL PROCEEDING OF
ANY TYPE NOR HAVE THEY BEEN A PARTY TO A CIVIL PROCEEDING OF A JUDICIAL
OR ADMINISTRATIVE BODY OF ANY TYPE PERTAINING TO ANY FEDERAL OR STATE
SECURITIES LAWS DURING THE LAST FIVE YEARS
(e) SAME AS (d)
(f) FLORIDA
- --------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
SOURCE OF FUNDS: WORKING CAPITAL
AMOUNT OF FUNDS: SEE ITEM 7 EXHIBITS, THAT CERTAIN LETTER DATED MAY 4, 2000
BY AND BETWEEN WHITEHALL FINANCIAL SERVICES, INC AND
CYBER-CARE, INC.
- --------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
WHITEHALL FINANCIAL SERVICES, INC, A FLORIDA CORPORATION, HAS ACQUIRED THIS
OPTION AND PROXY TO EFFECTUATE A POTENTIAL CHANGE IN THE PRESENT BOARD OF
DIRECTORS OR MANAGEMENT OF THE ISSUER, INCLUDING ANY PLANS OR PROPOSALS TO
CHANGE THE NUMBER OR TERM OF DIRECTORS OR TO FILL ANY EXISTING VACANCIES ON
THE BOARD AND ANY OTHER MATTER THAT MAY BE VOTED ON BY SHAREHOLDERS
INCLUDING BUT NOT LIMITED TO ANY MERGER, DISPOSITION OR A SALE OF ASSETS OF
THE ISSUER.
- --------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a) WHITEHALL FINANCIAL SERVICES, INC. OWNED 190,000 SHARES OF THE COMMON
STOCK OF THE ISSUER PRIOR TO MAY 4, 2000 AND ACQUIRED AN ADDITONAL
567,111 SHARES OF THE COMMON STOCK OF THE ISSUER PURSUANT TO AN
AGREEMENT DATED MAY 4, 2000 ATTACHED HERETO IN ITEM 7
(b) WHITEHALL FINANCIAL SERVICES,INC. OWNS NO OTHER SERCURITIES OF THE
ISSUER AND IS NOT PART OF ANY GROUP
(c) WHITEHALL FINANCIAL SERVICES,INC. POSSESSES SOLE POWER TO VOTE
757,111 SHARES OF THE ISSUER AND SHARED DISPOSITIVE POWERS OF
567,111 SHARES OF THE ISSUER AND SOLE DISPOSITIVE POWERS OF
190,000 SHARES OF THE ISSUER
(d) SECURITIES ACQUIRED IN THE LAST SIXTY DAYS:
DATE: MAY 4, 2000
AMOUNT: 567,111
PRICE/SHARE: $ 4.00/SHARE
TRANSACTION: OPTION AND PROXY AGREEMENT DATED MAY 4, 2000
ATTACHED HERETO IN ITEM 7
<PAGE>
CUSIP No. 960577401 13D Page 4 of 5 Pages
- --------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
THAT CERTAIN AGREEMENT DATED MAY 4, 2000 BY AND BETWEEN WHITEHALL FINANCIAL
SERVICES, INC. AND CYBER-CARE, INC., ATTACHED HERETO IN ITEM 7
- --------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
THAT CERTAIN AGREEMENT DATED MAY 4, 2000 BY AND BETWEEN WHITEHALL FINANCIAL
SERVICES, INC. AND CYBER-CARE, INC.
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 960577401 13D Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
MAY 9, 2000
----------------------------------------
(Date)
/S/ DORI CARPINELLO
----------------------------------------
(Signature) by its President
WHITEHALL FINANCIAL SERVICES,INC.
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
May 4, 2000
Whitehall Financial Services, Inc.
644 Cypress Key Drive
Altantis, FL 33462
Ladies and Gentlemen,
Each of you and us (Cyber-Care, Inc. f/k/a Medical Industries of America, Inc.)
is a shareholder of Westmark Group Holdings, Inc., a Delaware corporation
("Westmark"). As of the date hereof, we are recordholder and beneficial owner of
Five Hundred Sixty Seven Thousand One Hundred Eleven (567,111) shares of common
stock, par value $0.005 per share, of Westmark (collectively, the "Shares"),
copies attached as composite exhibits.
Pursuant to our discussions, we hereby agree as follows:
1. Simultaneously with the execution and delivery of this letter, you are
paying to us the amount of One Thousand Dollars ($1,000), the receipt
and sufficiency of which is acknowledged by us.
2. We hereby grant to you an option to purchase all of the Shares for a
purchase price equal to Two Million Two Hundred Sixty Eight Thousand
Four Hundred Forty Four Dollars ($2,268, 444.00) (the "Option). The
Option may be exercised by you on one (and only one) occasion at any
time after May 1, 2001 and before the close of business on June 30,
2001 by the delivery to us of written notice, together with cash or
other immediately available funds equal to $2,268,444.00.
3. As soon as practicable, but in no event later than three days after our
receipt of the notice and funds contemplated by paragraph 2 above, we
shall deliver to you certificates representing the Shares, together
with appropriate forms of assignment, separate from certificates,
endorsed in blank, with medallion signature guaranties. All Shares
delivered by us to you shall be free and clear of all liens, pledges,
hypothecations, security interests and encumbrances.
4. For a period of fourteen months, commencing on the date hereof and
terminating on June 30, 2001 (unless sooner terminated pursuant to the
provisions of paragraph 5 below), we hereby constitute and appoint
<PAGE>
Whitehall Financial Services, Inc. and each of them acting alone, as
our true and lawful attorney, agent and proxy, with full power of
substitution, to vote all of the Shares for the election of directors
of Westmark and for such other matters as mutually agreed by Whitehall
and Cyber-Care, Inc.
5. Notwithstanding anything to the contrary set forth herein, at any time
after October 31, 2000, we may terminate this letter (including without
limitations the Option and the proxy set forth in paragraph 4 above) by
the delivery to you of written notice to such effect.
6. The provisions of this letter shall be governed by, and shall be
construed and interpreted in accordance with, the laws of the State of
Delaware, without giving effect to the conflicts of laws principles
thereof.
7. This letter constitutes the entire agreement between us with respect to
the subject matter hereof and supercedes all prior agreements,
understandings, negotiations and arrangements, both oral and written,
between us with respect to such subject matter. This letter may not
amended or modified in any manner, except by a written instrument
executed by each of us.
8. This letter shall be for the benefit of, and shall be binding upon,
each of us and our respective successors and assigns.
9. In accordance with the By-laws of Westmark, thirty percent of the
shareholders of Westmark may call for a special meeting of the
shareholders for any purpose, including but not limited to, a proposal
to remove with cause or without cause one or more directors of
Westmark. In the event such a meeting is required, Cyber-Care, Inc.
shall execute any document necessary under the By-laws to call such
special meeting.
If the foregoing set forth our mutual understanding, please sign a copy of this
letter in the space provided below and return it to us together with a check in
the amount of One Thousand Dollars ($1,000).
Sincerely,
CYBER-CARE, INC
By: /s/ Paul Pershes
--------------------
Name: Paul Pershes
Title: President
Accepted and agreed to as of May 4, 2000.
WHITEHALL FINANCIAL SERVICES, INC.
By: /s/ Dori Carpinello
- -----------------------
Name: Dori Carpinello
Title: President
