AG HOLDINGS INC /WA/
10-Q, 1997-09-19
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                       SECURITIES AND EXCHANGE COMMISSION

         WASHINGTON, D.C. 20549                       Page 1 of 6 Sequentially
            FORM 10-QSB                                   Numbered Document


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended July 31, 1997

[        ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from  __________________
         to __________________

         Commission File Number 0-23180


                               A.G. HOLDINGS, INC.
             (Exact Name of Registrant as specified in its Charter)



            Washington                                            91-1253514
(State or other Jurisdiction of                        I.R.S. Employer Identi-
Incorporation or Organization                                     fication No.)

45110 Club Drive, Suite B, Indian Wells, California                   92210
(Address of Principal Executive Offices)                          (Zip Code)

                                                  (619) 360-1042
              (Registrant's Telephone Number, including Area Code)




           Indicate  by check  mark  whether  the  Registrant  (i) 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 (of for such shorter  period that the
Registrant  was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.

                                            Yes   X           No

           Indicate  the number of shares  outstanding  of each of the  issuer's
classes of Common Stock, as of the latest practicable date.

Common Stock, $.0001 par value                                 15,000,000
- -----------------------------------                     -----------------------
Title of Class                                     Number of Shares outstanding
                                                            at January 31, 1997

No Exhibits included.


<PAGE>



A. G. HOLDINGS, INC.
(A Development Stage Company)

BALANCE SHEET

ASSETS

                                                     July 31,         April 30,
                                                       1997             1997

CURRENT ASSETS:
      Cash                                         $_______-       $_______-

              Total Current Assets                             -
    -

TOTAL ASSETS                                     $              -      $     -
                                              ========
=======

LIABILITIES AND STOCKHOLDERSAE EQUITY (DEFICIT)

CURRENT LIABILITIES:
      Accounts payable                         $      1,145       $      1,145
      Note Payable                            1,571
1,571
      Advances from related parties             30,314             19,965
                                            ---------
- --------
             Total Current Liabilities          33,030      $     22,681
                                             ---------
- -------

STOCKHOLDERSAE EQUITY (DEFICIT):
      Common stock, $.0001 par value, 100,000,000
         shares authorized, 15,000,001 shares issued
         and outstanding at July 31 and April 30, 1997 1,500              1,500
      Capital in excess of par value                 468,691          468,691
      Retained earnings (deficit)                   (450,047)      (450,047)
      (Deficit) accumulated during the development 
          stage                                      (  53,174)      (  42,825)
                                                        --------
- --------
             Total StockholderAEs Equity (Deficit)   (  33,030)      (  22,281)


<PAGE>



                                                    --------
- --------

TOTAL LIABILITIES & STOCKHOLDERSAEEQUITY   $        -       $             -
                                                     =======
=======

The accompanying notes are an integral part of these financial statements

- -2-

A. G. HOLDINGS, INC.
 (A Development Stage Company)

STATEMENT OF OPERATIONS

Cummulative
                     From
          For the Three Months Ended   April 30,
                                  July 31  1992 through
                                    _____________________________July 31,
                             1997                  1996                    1997
                                ---------      -----------         -----------
REVENUES
      Sales              $          -    $            -       $
     -
                              ---------      -----------         -----------
                     Total Revenues       -                         -
  -
                              ---------      -----------         -----------
EXPENSES
     General and administrative10,349             -                  42,582
                              ---------      -----------         -----------
                     Total Expenses
                                10,349             -                42,582
                              ---------      -----------         ------------
LOSS FROM OPERATIONS       (  10,349)                -             ( 42,582)

OTHER INCOME (EXPENSE)              -                -                   -

INTEREST EXPENSE                    -                -                  592
                              --------        ----------           ----------
LOSS FROM OPERATIONS
   BEFORE INCOME TAXES      ( 10,349)                -             (  43,174)

CURRENT INCOME TAX                      -            -                  -



<PAGE>



DEFERRED INCOME TAX                    -               -                  -
                                --------        ----------           ----------
NET (LOSS)                    $ ( 10,349)     $         -          $ (  43,174)
                                  ======          =========           =========

NET (LOSS) PER SHARE       $       (0.0007)        $      -          $ (0.003)
                                   ======          =========           =========
No. Shares Outstanding 15,000,001 at 4/30/97 and 7/31/97

The accompanying notes are an integral part of these financial statements

- -3-
A. G. HOLDINGS, INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents

          For the Three Months Ended          April 30,  July 31,   1992
through
                                _______________________     July 31,
                                           1997                1996
1997
                         ------------     ---------
- ----------
Cash Flows to Operating Activities:
   Net income (loss)                      $  ( 10,349)  $ -      $  (   43,174)
   Adjustments to reconcile net (loss) to
     net cash used by operating activities:
     Issuance of stock payment of services     -                     -
1,000
     Changes in assets and liabilities:
       Increase (decrease) in accounts
        payable and related party advances      10,349   -               20,270
                                              ------------      ---------
- ----------
Net Cash Flows to Operating Activites    -             -         (   21,904)
                                       ------------      ---------
- ---------
Cash Flows to Investing Activities:
   Proceeds from sales of property
     and equipment                      -                      -
           -
                                        ------------      ---------


<PAGE>



- ---------
Net Cash to Investing Activities         -                      -
     -
                                    ------------      ---------
- --------
Cash Flows from Financing Activities:
   Proceeds from notes payable           -                      -
1,118
   Proceeds from shareholder advances    -                      -        20,142
                                     ------------      ---------
- --------
Net Cash from Financing Activities       -                      -
21,260
                                     ------------      ---------
- --------
Net Cash Flow Activity                -                      -          
(644)

Cash at Beginning of the Year         -                      -           644
                                    ------------      ---------
- --------
Cash at End of Year           $                   -       $        -     $
     -
                                    ===========      ========
=======

The accompanying notes are an integral part of these financial statements

- -4-

A. G. HOLDINGS, INC.
(A Development State Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
July 31, 1997
1.      Comments
         The accompanying financial statements are unaudited, but in the opinion
of the Management of the Company,  contain all  adjustments,  consisting of only
normal recurring  accruals necessary to present fairly the financial position at
July 31,  1997,  the results of  operations  for the three months ended July 31,
1996 and 1997,  and the cash flows for the three  months ended July 31, 1996 and
1997.  Certain  information  and  footnote   disclosures  normally  included  in
financial  statements  that have been  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed or omitted  pursuant to the
rules and  regulations  of the  Securities  and  Exchange  Commission,  although
management  of the Company  believes  that the  disclosures  in these  financial
statements  are  adequate  to  make  the  information   presented   therein  not
misleading.  For further  information,  refer to the  financial  statements  and
footnotes thereto


<PAGE>



for the fiscal year ended April 30, 1997 included in the CompanyAEs Form 10-KSB.

         The results of operations for the three months ended July 31, 1997, are
not  necessarily  indicative of the results of operations to be expected for the
full fiscal year ending April 30, 1998.

Item 2.  MANAGEMENTAES DISCUSSION AND ANALYSIS OF THE RESULTS OF
             OPERATIONS AND FINANCIAL CONDITION

             The  Company  has  not  commenced  operations  and  has no  working
capital.

PART II.  OTHER INFORMATION
Item 1.  LEGAL PROCEEDINGS
                           None

Item 2.  CHANGES IN SECURITIES
                           None

Item 3.  DEFAULTS UPON SENIOR SECURITIES
                          None

Item 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
                          See Item 2

Item 5.  OTHER INFORMATION
                         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
                         None
- -5-


SIGNATURES

           Pursuant to the requirements of Securities  Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to be  signed  on  its  behalf  the
undersigned thereto duly authorized.

Date:  September 15, 1997                    By: /s/ Dempsey K. Mork
                                                     Dempsey K. Mork
                                            President (chief financial officer
                                     and accounting officer and duly authorized
officer






<PAGE>































- -6-




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 thereto duly authorized.

Date:    September 15, 1997               By: ______________________________
                                            Dempsey K. Mork
                                     President (chief fiancial officer and


                                   accounting officer and duly authorized
officer)






<PAGE>


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