AG HOLDINGS INC /WA
10QSB/A, 1998-10-16
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                       SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549
                                      ORM 10-QSB


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended July 31, 1998

[  ]     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)

                        (760) 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                  15,000,001
- -----------------------------------       -----------------------
Title of Class                               Number of Shares     
                                         outstanding
                                            at July 31, 1998

No Exhibits included.





                   
























                   



                      A.G. HOLDINGS, INC.
              (A Company in the Development Stage)
             
              BALANCE SHEETS


                ASSETS

                                                                   
                                        April 30,           July 31,
                                                                   
                                        1998                1998
                                           
CURRENT ASSETS                         
                                  $           --          $           --
OTHER ASSETS                                                       
                                  $                       $

           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
    Accounts Payable                                               
                                  $   5,353               $  5,353
    Note Payable                                                   
                                      1,518                  1,518
    Advances from Related Parties                                  
                                     21,295                 21,295
    Total Current Liabilities                                      
                                  $  28,166               $ 28,166
STOCKHOLDERS' EQUITY
    Common stock - authorized 100,000,000 shares $.0001 par value,
    issued and outstanding 15,000,000                              
                                        313                    313
    Additional paid in capital                                     
                                    470,188                470,188
    Retained Earnings (Deficit)                                    
                                   (450,047)              (450,047)
    Deficit accumulated during development stage                   
                                    (48,620)               (48,620)

    TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)             
                                    (28,166)               (28,166)
                                  $                        $
 See accompanying Notes to Financial Statements

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

                            STATEMENTS OF OPERATIONS



                                                                              
                       
                
                           FOR THE THREE    FOR THE THREE  FROM INCEPTION
                           MONTHS ENDED     MONTHS ENDED  (APRIL 30, 1992)
                           JULY 31,         JULY 31,       TO
                           1997             1998           JULY 31, 1998


                                                                              
                         
REVENUES                $        -0-     $        -0-    $        -0-       

COSTS AND EXPENSES           10,349               -0-         48,620

NET LOSS ACCUMULATED DURING
 THE DEVELOPMENT STAGE   
                        $   (10,349)     $        -0-    $   (48,620)    


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING   
                         15,000,001       15,000,001      15,000,001


LOSS PER COMMON SHARE     
                        $       nil      $       nil     $       nil 







 

                       See accompanying Notes to Financial Statements  

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

                            STATEMENTS OF CASH FLOWS



                        FOR THE THREE     FOR THE THREE  APRIL 30, 1992
                        MONTHS ENDED      MONTHS ENDED   THROUGH
                        JULY 31,          JULY 31,       JULY 31,
                        1997              1998           1998

Cash Flows From Operating Activities:

                                                                               
                               
  Net Loss          $  (10,349)        $         -0-   $  (48,620)
  Other - Stock Issuance    -0-                  -0-        1,310
  Increase in Accounts Payable and related
    party advances      10,349                   -0-       25,406

    CASH USED BY OPERATING ACTIVITIES               
                            -0-                  -0-      (21,904)

Cash Flows From Financing Activities
    Proceeds from Notes payable
                            -0-                  -0-        1,118

    Proceeds from Shareholder Advances
                            -0-                  -0-       20,142

DECREASE IN CASH            -0-                  -0-         (644)

CASH BALANCE - BEGINNING    -0-                  -0-          644
CASH BALANCE - ENDING $     -0-          $       -0-  $        -0-









         See accompanying Notes to Financial Statements



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

                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 (UNAUDITED)
                                July 31, 1998


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 January 31, 1998,  the results of operations for the
three and nine months ended January 31, 1997 and 1998,  and the cash flows for
the nine months ended January 31,  1997 and  1998.  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  for the fiscal  year ended  April 30,  1997  included in
the Company's Form 10-KSB.

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

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 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
                 None

Item 5.  OTHER INFORMATION
                 None

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

































                                                    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 thereunto duly authorized.


Date:     April 21, 1998                  By:   /s/ Dempsey K. Mork
          --------------------------            --------------------
                                          Dempsey K. Mork
                                          President and Chief Financial Officer






























                                                                          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 thereunto duly authorized.


Date:     April 21, 1998              By:
                                          Dempsey K. Mork
                                          President and Chief Financial Officer



























                                                         6










<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1999
<PERIOD-END>                               JUL-31-1998
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                           28,166
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           313
<OTHER-SE>                                    (28,479)
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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