SECURITIES AND EXCHANGE COMMISSION
                                              WASHINGTON, D.C. 20549

                                                    FORM 10-KSB

[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934 [Fee Required]

For the fiscal year ended April 30, 1996

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from                          to

Commission file number 0-23180

                                               A. G. HOLDINGS, INC.
                            (Exact name of small business issuer in its charter)


                         Washington                                  91-1253514
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer 
                                                            Identification No.)

  45110 Club Drive, Suite B Indian Wells, California                      92210
--------------------------------------------------------------------------------
           (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:               (619) 360-1042
                                                             -------------------

Securities registered pursuant to Section 12(b) of the Act:              None
                                                             ----------------

Securities registered pursuant to Section 12(g) of the Act: 
  Common Stock, $.0001 par value
                                                        

           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           NO   X

Check disclosure of delinquent  filers in response to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

           State issuer's revenues for its most recent fiscal year: $-0-

           The aggregate market value of the voting stock held by non-affiliates
of the registrant was not  determinable  because the common stock does not trade
on any market.

           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of April 30, 1996:

Common Stock, $.0001 Par Value -  15,000,000 shares
---------------------------------------------------

                                    DOCUMENTS INCORPORATED BY REFERENCE:  NONE


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Item 1.  Description of Business

Background

         AG Holding,  Inc. (the  "Company") was organized  under the laws of the
State of Washington on May 17, 1984. As originally organized, the Company's name
was Image  Productions,  Inc.,  and its  business  purpose was to produce  video
productions for businesses in Eastern Washington. The Company undertook a public
offering of its  securities in 1985 pursuant to an exemption  form  registration
afforded by  Regulation  A under the  Securities  Act of 1933,  as amended  (the
"Act"). In the public offering,  the Company raised $500,000,  and after payment
of expenses in the offering, received net proceeds of $408,941. The offering was
completed on March 29, 1985.

         Following  the public  offering,  the Company  purchased  various video
production  equipment  and  other  assets,  and  commenced  business  as a video
production company. The Company also made a loan in the amount of $230,000.  The
loan  subsequently  went into  default,  and  although  the  Company  eventually
obtained  a  judgment  on  the  defaulted   note,   the  balance  proved  to  be
uncollectible and was written off.

         The Company engaged in the video production  business from 1985 through
1991,  and  continually  lost money,  The  Company's  weak  financial  condition
prevented the Company from  maintaining up to date video  production  equipment,
and forced the Company to use  outside  contractors  for certain  aspects of the
business.  As a result, it was apparent to Management that the Company could not
achieve  profitability  as a publicly held video production  company,  and other
organizational structures were sought. The Company's President believed he could
operate  successfully if he could reorganize the video production  business as a
private concern.

         To pursue a going private transaction,  the Company then entered into a
transaction with a new group of controlling  shareholders for a  reorganization.
The new control group agreed to provide sufficient capital to complete the legal
and accounting work required for a reorganization  and to seek a viable business
opportunity. In exchange, the former President canceled debts he was owed by the
Company,  assumed liabilities of the video production business, and received all
of the video production  operating  assets of the Company.  This transaction was
completed on January 17, 1992,  and since that date,  the Company has existed as
an inactive shell corporation with no current active business operations.

         The primary  activity of the Company  will  involve  seeking  merger or
acquisition candidates with whom it can either merge or acquire. The Company has
not selected any company for  acquisition or merger and does not intend to limit
potential acquisition  candidates to any particular field or industry,  but does
retain the right to limit acquisition or merger candidates, if it so chooses, to
a particular field or industry.  The Company's plans are in the conceptual stage
only.

         The  executive  offices of the Company are located at 45110 Club Drive,
Suite B, Indian Wells, California 92210. Its telephone number is (619) 360-1042.

Plan of Operation - General

         The  Company's  current  plans are to seek,  investigate  and,  if such
investigation   warrants,   acquire  an  interest   in  one  or  more   business
opportunities  presented  to it by persons or firms who or which  desire to seek
the  perceived  advantages  of a publicly held  corporation.  At this time,  the
Company  has no plan,  proposal,  agreement,  understanding  or  arrangement  to
acquire or merge with any specific business or company,  and the Company has not
identified any specific business or company for investigation and evaluation. No
member of management or promotor of the Company has had any material discussions
with any other  company with respect to any  acquisition  of that  company.  The
Company  will not  restrict  its search to any  specific  business,  industry or
geographical  location, and the Company may participate in a business venture of
virtually any kind or nature. The discussion of the proposed business under this
caption and throughout this Registration  Statement is purposefully  general and
is not

                                                         2

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meant to be  restrictive  of the  Company's  virtually  unlimited  discretion to
search for and enter into potential business opportunities.

         The Company  intends to obtain funds in one or more private  placements
to finance the operation of any acquired business. Persons purchasing securities
in these placements and other  shareholders will likely not have the opportunity
to  participate  in the  decision  relating to any  acquisition.  The  Company's
proposed  business  is  sometimes  referred  to as a "blind  pool"  because  any
investors  will entrust  their  investment  monies to the  Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's  management,  which will have  virtually  unlimited  discretion in
searching  for and  entering  into a  business  opportunity.  The  officers  and
directors of the Company have only limited  experience in the proposed  business
of the Company. There can be no assurance that the Company will be able to raise
any funds in  private  placements.  In any  private  placement,  management  may
purchase shares on the same terms as offered in the private placement.

         Management  anticipates  that it will only participate in one potential
business  venture.   This  lack  of  diversification   should  be  considered  a
substantial  risk in  investing  in the  Company  because it will not permit the
Company to offset  potential losses from one venture against gains from another.
(See "Risk Factors.")

         The  Company  may seek a  business  opportunity  with a firm which only
recently  commenced  operations,  or a developing  company in need of additional
funds for  expansion  into new products or markets,  or seeking to develop a new
product  or  service,  or an  established  business  which  may be  experiencing
financial or operating  difficulties  and is in the need for additional  capital
which is perceived to be easier to raise by a public company. In some instances,
a business  opportunity may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.  The Company may purchase assets and
establish  wholly owned  subsidiaries in various  business or purchase  existing
businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to  participate  will be complex and extremely  risky.  Because of general
economic conditions, rapid technological advances being made in some industries,
and shortages of available capital,  management believes that there are numerous
firms  seeking the benefits of a publicly  traded  corporation.  Such  perceived
benefits of a publicly traded corporation may include  facilitating or improving
the  terms  on  which  additional  equity  financing  may be  sought,  providing
liquidity  for the  principals  of a  business,  creating a means for  providing
incentive  stock  options  or  similar  benefits  to  key  employees,  providing
liquidity (subject to restrictions of applicable statutes) for all shareholders,
and other factors.  Potentially  available  business  opportunities may occur in
many different  industries and at various  stages of  development,  all of which
will make the task of  comparative  investigation  and analysis of such business
opportunities extremely difficult and complex.

         As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition  prospect.  If any such fee is paid, it will be approved
by the Company's Board of Directors. Management has adopted a policy that such a
finder's fee or real estate  brokerage fee could, in certain  circumstances,  be
paid to any employee,  officer,  director or 5% shareholder  of the Company,  if
such person plays a material role in bringing a transaction to the Company.

         As part of any  transaction,  the  acquired  company may  require  that
management or other  stockholders  of the Company sell all or a portion of their
shares to the acquired company, or to the principals of the acquired company. It
is  anticipated  that the  sales  price of such  shares  will be lower  than the
current market price or anticipated  market price of the Company's Common Stock.
The  Company's  funds  are not  expected  to be used for  purposes  of any stock
purchase  from  insiders.  The Company  shareholders  will not be  provided  the
opportunity to approve or consent to such sale. The opportunity to sell all or a
portion  of  their  shares  in  connection  with an  acquisition  may  influence
management's decision to enter into a specific transaction.  However, management
believes that since the anticipated

                                                         3

<PAGE>



sales price will be less than market  value,  that the potential of a stock sale
by  management  will  not be a  material  factor  on their  decision  to enter a
specific transaction.

         The above  description  of potential  sales of management  stock is not
based upon any corporate bylaw, shareholder or board resolution,  or contract or
agreement.  No other payments of cash or property are expected to be received by
management in connection with any acquisition.

         The  Company  has  not  formulated  any  policy  regarding  the  use of
consultants or outside  advisors,  but does not anticipate  that it will use the
services of such persons.

         The Company has, and will continue to have  following the completion of
this offering, insufficient capital with which to provide the owners of business
opportunities  with any significant  cash or other assets.  However,  management
believes the Company will offer owners of business opportunities the opportunity
to acquire a controlling ownership interest in a public company at substantially
less cost than is required to conduct an initial public offering.  The owners of
the business  opportunities  will,  however,  incur  significant  post-merger or
acquisition  registration  costs in the event they wish to register a portion of
their shares for subsequent sale. The Company will also incur  significant legal
and  accounting   costs  in  connection  with  the  acquisition  of  a  business
opportunity  including the costs of preparing Forms 8-K,  agreements and related
reports and  documents  nevertheless,  the officers and directors of the Company
have not conducted  market research and are not aware of statistical  data which
would support the perceived benefits of a merger or acquisition  transaction for
the owners of a business opportunity.

         The Company does not intend to make any loans to any prospective merger
or acquisition candidates or to unaffiliated third parties.

Sources of Opportunities

         The  Company  anticipates  that  business  opportunities  for  possible
acquisition  will be referred by various  sources,  including  its  officers and
directors,    professional   advisers,   securities   broker-dealers,    venture
capitalists,  members of the  financial  community,  and others who may  present
unsolicited proposals.

         The Company will seek a potential  business  opportunity from all known
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people.  It is not  presently  anticipated  that the Company  will
engage   professional   firms   specializing   in   business   acquisitions   or
reorganizations.

         The officers and  directors  of the Company are  currently  employed in
other  positions and will devote only a portion of their time (not more than one
hour per week) to the  business  affairs of the  Company,  until such time as an
acquisition  has been  determined to be highly  favorable,  at which time,  they
expect to spend full time in  investigating  and closing any  acquisition  for a
period of two weeks.  In addition,  in the face of  competing  demands for their
time, the officers and directors may grant priority to their full-time positions
rather than to the Company.

Evaluation of Opportunities

         The analysis of new business  opportunities  will be  undertaken  by or
under the  supervision of the officers and directors of the Company.  Management
intends to concentrate on identifying  prospective business  opportunities which
may be brought to its attention through present associations with management. In
analyzing  prospective  business  opportunities,  management  will consider such
matters as the available technical,  financial and managerial resources; working
capital  and  other  financial  requirements;  history  of  operation,  if  any;
prospects  for the future;  present and  expected  competition;  the quality and
experience of management  services  which may be available and the depth of that
management;  the potential for further  research,  development  or  exploration;
specific risk factors not now  foreseeable  but which then may be anticipated to
impact the proposed  activities  of the  Company;  the  potential  for growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance of products,

                                                         4

<PAGE>



services or trades; name  identification;  and other relevant factors.  Officers
and  directors of each  Company will meet  personally  with  management  and key
personnel  of the firm  sponsoring  the  business  opportunity  as part of their
investigation.  To the extent  possible,  the Company intends to utilize written
reports and personal  investigation  to evaluate the above factors.  The Company
will not  acquire  or  merge  with  any  company  for  which  audited  financial
statements cannot be obtained.

         It may be  anticipated  that  any  opportunity  in  which  the  Company
participates  will  present  certain  risks.  Many  of  these  risks  cannot  be
adequately  identified prior to selection of the specific  opportunity,  and the
Company's  shareholders must, therefore,  depend on the ability of management to
identify  and  evaluate  such  risk.  In the  case of some of the  opportunities
available to the Company,  it may be anticipated that the promoters thereof have
been  unable  to  develop  a going  concern  or  that  such  business  is in its
development  stage in that it has not  generated  significant  revenues from its
principal business activities prior to the Company's  participation.  There is a
risk,  even after the  Company's  participation  in the activity and the related
expenditure of the Company's funds, that the combined  enterprises will still be
unable to become a going concern or advance beyond the development  stage.  Many
of the opportunities may involve new and untested products, processes, or market
strategies which may not succeed. Such risks will be assumed by the Company and,
therefore, its shareholders.

         The  Company  will not  restrict  its search for any  specific  kind of
business,  but may acquire a venture which is in its  preliminary or development
stage,  which is  already  in  operation,  or in  essentially  any  stage of its
corporate life. It is currently impossible to predict the status of any business
in which  the  Company  may  become  engaged,  in that  such  business  may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.

Acquisition of Opportunities

         In implementing a structure for a particular business acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing  business.  On the consummation
of a transaction, it is possible that the present management and shareholders of
the Company  will not be in control of the Company.  In addition,  a majority or
all of the  Company's  officers and  directors  may, as part of the terms of the
acquisition  transaction,  resign and be replaced by new officers and  directors
without a vote of the Company's shareholders.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions  from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated  element of this transaction,  the Company may agree to register such
securities  either at the time the  transaction  is  consummated,  under certain
conditions,  or at  specified  time  thereafter.  The  issuance  of  substantial
additional securities and their potential sale into any trading market which may
develop  in the  Company's  Common  Stock may have a  depressive  effect on such
market.  While the actual terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax-free" reorganization under
Sections  368(a)(1) or 351 of the Internal Revenue Code of 1986, as amended (the
"Code").  In order to  obtain  tax-free  treatment  under  the  Code,  it may be
necessary  for the  owners of the  acquired  business  to own 80% or more of the
voting stock of the surviving  entity.  In such event,  the  shareholders of the
Company would retain less than 20% of the issued and  outstanding  shares of the
surviving  entity,  which could result in significant  dilution in the equity of
such shareholders.

         As part of the Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check reference of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.


                                                         5

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         The manner in which each company  participates  in an opportunity  will
depend on the nature of the opportunity, the respective needs and desires of the
Company and other parties,  the management of the opportunity,  and the relative
negotiating strength of the Company and such other management.

         With respect to any mergers or acquisitions,  negotiations  with target
company  management  will be expected to focus on the  percentage of the Company
which  target  company   shareholders   would  acquire  in  exchange  for  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood hold a lesser percentage  ownership interest in the Company following
any  merger  or  acquisition.   The  percentage  ownership  may  be  subject  to
significant  reduction in the event the Company  acquires a target  company with
substantial  assets.  Any merger or  acquisition  effected by the Company can be
expected to have a significant  dilutive effect on the percentage of shares held
by the Company's then shareholders.

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of any products which may be acquired.  Accordingly,
following  the  acquisition  of any  such  product,  the  Company  will,  in all
likelihood,  be  required  to either  seek debt or  equity  financing  or obtain
funding from third parties,  in exchange for which the Company would probably be
required  to give up a  substantial  portion  of its  interest  in any  acquired
product.  There is no  assurance  that the Company will be able either to obtain
additional  financing or interest  third  parties in  providing  funding for the
further development, marketing and manufacturing of any products acquired.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity, the costs therefore incurred in the related investigation would not
be  recoverable.   Furthermore,   even  if  an  agreement  is  reached  for  the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss of the Company of the related costs incurred.
The costs of the investigation  and analysis of a potential  acquisition will be
funded by the Company's limited cash on hand or by advances from officers.

         Management  believes  that the Company may be able to benefit  from the
use of "leverage" in the  acquisition  of a business  opportunity.  Leveraging a
transaction involves the acquisition of a business through incurring significant
indebtedness  for a large  percentage of the purchase  price for that  business.
Through a leveraged  transaction,  the Company  would be required to use less of
its available funds for acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business opportunity, to acquisition
of other business  opportunities or to other activities.  The borrowing involved
in a  leveraged  transaction  will  ordinarily  be  secured by the assets of the
business opportunity to be acquired. If the business opportunity acquired is not
able to generate  sufficient  revenues to make  payments on the debt incurred by
the Company to acquire that  business  opportunity,  the lender would be able to
exercise  the  remedies  provided  by  law  or  by  contract.  These  leveraging
techniques,  while  reducing the amount of funds that the Company must commit to
acquiring a business opportunity,  may correspondingly increase the risk of loss
to the Company. No assurance can be given as to the terms or the availability of
financing for any acquisition by the Company. During periods when interest rates
are  relatively  high,  the  benefits of  leveraging  are not as great as during
periods  of  lower  interest  rates  because  the  investment  in  the  business
opportunity  held on a leveraged  basis will only be  profitable if it generates
sufficient  revenues to cover the related debt and other costs of the financing.
Lenders  from which the  Company  may obtain  funds for  purposes of a leveraged
buy-out  may impose  restrictions  on the future  borrowing,  distribution,  and
operating  policies of the  Company.  It is not possible at this time to predict
the restrictions,  if any, which lenders may impose or the impact thereof on the
Company.



                                                         6

<PAGE>



Competition

         The Company is an insignificant participant among firms which engage in
business  combinations  with, or financing of,  development  stage  enterprises.
There are many  established  management and financial  consulting  companies and
venture capital firms which have  significantly  greater financial and personnel
resources,  technical  expertise and experience than the Company. In view of the
Company's limited financial resources and management  availability,  the Company
will  continue  to  be a  significant  competitive  disadvantage  vis-a-vis  the
Company's competitors.

Regulation and Taxation

         The Investment  Company Act of 1940 defines an "investment  company" as
an  issuer  which  is or holds  itself  out as being  engaged  primarily  in the
business of investing,  reinvesting or trading of securities.  While the Company
does not intend to engage in such  activities,  the Company could become subject
to regulation under the Investment  Company Act of 1940 in the event the Company
obtains or  continues  to hold a minority  interest  in a number of  development
stage   enterprises.   The  Company  could  be  expected  to  incur  significant
registration  and compliance  costs if required to register under the Investment
Company  Act of 1940.  Accordingly,  management  will  continue  to  review  the
Company's  activities  from  time  to  time  with a  view  toward  reducing  the
likelihood the Company could be classified as an "investment company."

         The Company intends to structure a merger or acquisition in such manner
as to  minimize  federal  and state tax  consequences  to the Company and to any
target company.

Employees

         The Company's  only  employees at the present time are its officers and
directors,  who will devote as much time as the Board of Directors  determine is
necessary to carry out the affairs of the Company.


Item 2.  Description of Property

         The Company shares a nominal amount of office space with an officer.


Item 3.  Legal Proceedings

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable.

                                                      PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters


         (a)      Market Information

                  The  Company's  Common  Stock has not traded on any market for
the past 3 years.

         (b)      Holders

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<PAGE>




                  As of April 30, 1996, there were  approximately 850 holders of
Company Common Stock.

         (c)      Dividends

                  The Company has not paid any  dividends  on its common  stock.
The Company  currently  intends to retain any earnings for use in its  business,
and  therefore  does not  anticipate  paying cash  dividends in the  foreseeable
future.

Item 6.  Management's Discussions and Analysis or Plan of Operations

         See Item 1.

Item 7.  Financial Statements and Supplementary Data

         Financial Statements

         The following financial statements are included herein:

                  Independent Auditors' Report
                  Balance Sheet at April 30, 1996 and 1995
                  Statement of Operations for the years ended April 30, 1996 and
                  1995 Statement of Stockholders'  Equity (Deficit) Statement of
                  Cash Flows for the years  ended  April 30, 1996 and 1995 Notes
                  to Financial Statements

Item 8.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

         The Registrant's former independent  accountants Terrance J. Dunne, CPA
("Dunne")  resigned on November  1, 1996.  The report by Dunne on the  financial
statements of the Registrant dated November 8, 1994,  including the statement of
financial condition as of April 30, 1994, and the statements of operations, cash
flows and  changes  in  shareholders'  equity  for the year  then  ended did not
contain an adverse  opinion or a  disclaimer  of opinion,  or was  qualified  or
modified as to uncertainty,  audit scope or accounting  principles  except as to
the going  concern  nature of the  Company.  During  the  period  covered by the
financial  statements  through the date of resignation of the former accountant,
there  were no  disagreements  with  the  former  accountant  on any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.

         A letter from the former independent  accountant is filed as Exhibit 16
to this Annual  Report.  On November 1, 1996 the Registrant  engaged  Pritchett,
Siler & Hardy, P.C. as its new independent accountants.


                                                         8

<PAGE>



                                                     PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons; 
Compliance with Section 16(a) of the
         Exchange Act.

         The members of the Board of  Directors  of the Company  serve until the
next  annual  meeting  of  stockholders,  or until  their  successors  have been
elected.  The  officers  serve  at the  pleasure  of  the  Board  of  Directors.
Information  as to the directors  and  executive  officers of the Company is set
forth below.


          Name                  Age                Position

        Dempsey K. Mork         55          President, Chief Financial Officer 
                                            and Director
        Randall Baker           53        Vice President, Secretary and Director
        Robert Filiatreaux      66          Director

           Dempsey K. Mork, age 55, has been President and a Director since 
July 1993.  He has been
Secretary/Treasurer of Development Bancorp, Ltd. since December 1992 and 
President and Director of Gaensel Gold
Mines, Inc. since February 1996.  He is president of Magellan Capital
 Corporation, a merger and acquisition firm.

           Randall A. Baker.  Mr. Baker is 53 years old.  He attended the
 University of Minnesota.  After a tour
in the United States Navy and a navigation teaching stint in San Francisco, he
 began his investment career with the
Pacific Coast Stock Exchange followed by employment with a number of major 
brokerage houses.  He then was
employed for twenty years as Executive Vice President with Wm. Mason & Company, 
an Investment Counseling
firm in Los Angeles.  Mr. Baker designed and implemented all data systems, was 
responsible for trading, personnel
and was the client/broker liaison.  Mr. Baker is currently employed as the Vice
 President for Magellan Capital
Corporation, a merger and acquisition firm.

           Robert Filiatreaux.  Mr. Filiatreaux is 66 years of age and has been
 engaged in international business for
the past 27 years.  He attended school in Wisconsin where he received his degree
 from the University of Wisconsin.
During the Korean Conflict Mr. Filiatreaux served a three year tour of duty in
 the US Air Force.  The majority of
international business experience came from the airline industry where Mr.
 Filiatreaux worked for many years in
various executive capacities in sales and marketing.  Mr. Filiatreuax has worked
 and traveled to over 55 countries
and is currently an associate in the merger and acquisition firm of Magellan 
Capital Corporation of Indian Wells,
California.

Conflicts of Interests

           Certain  conflicts of interest  now exist and will  continue to exist
between the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each officer
and director may continue to do so notwithstanding the fact that management time
should be devoted to the business of the Company.

           The Company has not established  other policies or procedures for the
resolution of current or potential  conflicts of interests  between the Company,
its officers and directors or affiliated  entities  because  management  has not
been able to  develop  any  workable  policies  or  procedures.  There can be no
assurance that management will resolve all conflicts of interest in favor of the
Company,  and failure by  management  to conduct the  Company's  business in the
Company's best interest may result in liability to the management.  The officers
and directors are  accountable to the Company as  fiduciaries,  which means that
they are required to exercise good faith and integrity in handling the Company's
affairs. Officers and directors will be required to disclose to each company the
liability  of each  potential  acquisition.  Shareholders  who believe  that the
Company has been  harmed by failure of an officer or  director to  appropriately
resolve any  conflict  of interest  may,  subject to  applicable  rules of civil
procedure,  be able to bring a class action or derivative  suit to enforce their
rights and the Company's  rights.  Although  officers and directors believe that
future shareholders are impliedly consenting to management's  informal method of
allocating  opportunities,  there can be no  assurance  that such belief will be
supported by the Nevada courts.


                                                         9

<PAGE>



           The Company has no arrangement,  understanding  or intention to enter
into any  transaction for  participating  in any business  opportunity  with any
officer,  director,  or  principal  shareholder  or with  any  firm or  business
organization with which such persons are affiliated,  whether by reason of stock
ownership, position as an officer or director, or otherwise.

Item 10.   Executive Compensation

           No  compensation  is paid or  anticipated  to be paid by the  Company
until an acquisition is made.

           On  acquisition  of a business  opportunity,  current  management may
resign and be  replaced  by persons  associated  with the  business  opportunity
acquired,  particularly if the Company participates in a business opportunity by
effecting a reorganization,  merger or  consolidation.  If any member of current
management  remains after  effecting a business  opportunity  acquisition,  that
member's time  commitment will likely be adjusted based on the nature and method
of the  acquisition  and  location of the business  which  cannot be  predicted.
Compensation of management will be determined by the new board of directors, and
shareholders  of the Company will not have the opportunity to vote on or approve
such compensation.

           Compliance with Section 16

           Not Applicable.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

           The following table sets forth information relating to the beneficial
ownership of Company  Common Stock by those  persons  beneficially  holding more
than 5% of the Company capital stock,  by the Company's  directors and executive
officers,  and by all of the Company's  directors  and  executive  officers as a
group, based on 15,000,000 shares  outstanding.  The addresses of each other and
directors is in care of the Company. All persons have sole investment and voting
power unless otherwise noted.
<TABLE>
<CAPTION>

                                                                                   Percentage
               Name of                           Number of                       of Outstanding
             Stockholder                       Shares Owned                       Common Stock

<S>                                               <C>                                 <C>  
            Dempsey K. Mork(1)                    9,800,000                           65.3%

            Randy Baker(1)                          100,000                            .6%

            Robert Filiatreaux(1)                   100,000                            .6%

            Brad E. Herr
            South 5512 Magnolia
            Spokane, Washington  99223            2,475,000                           16.5%

            All officers and directors
            as a group (3 persons)               10,000,000                           66.7%


</TABLE>

(1)      The address of this person is c/o of the Company.

Item 12.    Certain Relationships and Related Transactions

            Not Applicable.


                                                        10

<PAGE>



                                                      PART IV

Item 13.    Exhibits

                                                 
    Exhibit No.            Document Description                            

        3.                 Certificate of Incorporation and Bylaws

                           3.1.     Articles of Incorporation(1)
                           3.2      Bylaws(1)
        10.
        16.           Letter from Terrence J. Dunne, CPA independent auditor(2)

(1)      Incorporated by reference to such exhibits filed as exhibit 2 with the 
            Company's Registration Statement on
         Form 10-SB, file no. 0-23180 (the "Form 10").
(2)      Incorporated by reference to the Company's Current Report on Form 8-K, 
dated November 1, 1996.



                                                        11

<PAGE>


                                                    SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Registrant  caused  this Report to be signed on its
behalf by the undersigned thereunto duly authorized.


Dated:    April 1, 1997                                      A.G. HOLDINGS, INC.



                                                            By:
                                                               Dempsey K. Mork
                                                                    President

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on April 1, 1997.



By:       /s/ Dempsey K. Mork    President, Chief Financial Officer and Director
          Dempsey K. Mork    (chief executive, financial and accounting officer)


By:       /s/ Randall Baker         Secretary and Director
          Randall Baker


By:       /s/ Robert Filiatreaux            Director
          Robert Filiatreaux


                                                        12

<PAGE>









                    A. G. HOLDINGS, INC.
                [A Development Stage Company]

                    FINANCIAL STATEMENTS

                   APRIL 30, 1996 AND 1995
























               PRITCHETT, SILER & HARDY, P.C.
                CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>



                    A. G. HOLDINGS, INC.
                [A Development Stage Company]

                    FINANCIAL STATEMENTS




                          CONTENTS

                                                          PAGE

    _   Independent Auditors' Report                         1


    _   Balance Sheets, April 30, 1996 and 1995              2


    _   Statements of Operations, for the years ended
          April 30, 1996 and 1995 and for the cumulative
          period from April 30, 1992 through April 30, 1996  3


    _   Statement of Stockholders' Equity (Deficit), from
          April 30, 1992 through April 30, 1996              4


    _   Statements of Cash Flows for the years ended
          April 30, 1996 and 1995 and for the cumulative
          period from April 30, 1992 through
          April 30, 1996                                     5


    _   Notes to Financial Statements                    6 - 8




<PAGE>

                 PRITCHETT, SILER & HARDY, P.C.
                     430 EAST 400 SOUTH
                  SALT LAKE CITY, UTAH  84111
                       (801) 328-2727





                  INDEPENDENT AUDITORS' REPORT



Board of Directors
A. G. HOLDINGS, INC.
Indian Wells, California

We have audited the accompanying balance sheet of A. G. Holdings,
Inc.  [a  development stage company] at April 30, 1996 and  1995,
and  the  related statements of operations, stockholders'  equity
(deficit) and cash flows for the years ended April 30,  1996  and
1995  and  for the cumulative period from April 30, 1992  through
April   30,   1996.    These   financial   statements   are   the
responsibility  of the Company's management.  Our  responsibility
is  to express an opinion on these financial statements based  on
our audits.  The financial statements of A. G. Holdings, Inc. for
the  years  ended April 30, 1994, 1993 and 1992 were  audited  by
other auditors whose reports dated November 8, 1994 and September
10,   1993   expressed  an  unqualified  opinion   including   an
explanatory  paragraph  stating  a  concern  about  the   Company
continuing as a going concern.

We  conducted  our  audit in accordance with  generally  accepted
auditing  standards.  Those standards require that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial statements are free of material misstatement.   An
audit  includes  examining, on a test basis, evidence  supporting
the  amounts  and  disclosures in the financial  statements.   An
audit also includes assessing the accounting principles used  and
significant  estimates made by management, as well as  evaluating
the  overall  financial statement presentation.  We believe  that
our audit provides a reasonable basis for our opinion.

In  our opinion and based on the opinions of other auditors,  the
financial  statements  audited  by  us  present  fairly,  in  all
material respects, the financial position of A. G. Holdings, Inc.
as  of April 30, 1996 and 1995, and the results of its operations
and  its cash flows for the years ended April 30, 1996 and  1995,
and  for the cumulative period from April 30, 1992 through  April
30,   1996  in  conformity  with  generally  accepted  accounting
principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  8  to  the financial statements, the Company  has  incurred
substantial losses, has liabilities in excess of assets and has a
stockholders  deficit.   The  Company  has  not  yet  established
profitable  operations,  raising  substantial  doubt  about   its
ability  to continue as a going concern.  Management's  plans  in
regards  to  these matters are also described  in  Note  8.   The
financial  statements do not include any adjustments  that  might
result from the outcome of these uncertainties.


/S/ PRITCHETT, SILER & HARDY, P.C.

December 3, 1996


                               -1-
<PAGE>


                      A. G. HOLDINGS, INC.
                  [A Development Stage Company]

                         BALANCE SHEETS


                             ASSETS


                                             April 30,
                                ____________________________
                                         1996         1995
                                    ___________  ___________
CURRENT ASSETS:
  Cash                                  $     -     $      -
                                    ___________  ___________
        Total Current Assets                  -            -
                                    ___________  ___________
                                        $     -     $      -
                                    ___________  ___________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                      $   467     $    250
  Note payable                            1,402        1,252
  Advances from related parties          17,019       17,019
                                    ___________  ___________
        Total Current Liabilities        18,888       18,521
                                    ___________  ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.0001 par value,
   100,000,000 shares authorized,
   15,000,000 shares issued
   and outstanding at April 30,
   1996 and 1995                          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              (39,032)     (38,665)
                                    ___________  ___________
  Total Stockholders' Equity (Deficit) (18,888)     (18,521)
                                    ___________  ___________
                                        $     -     $      -
                                    ___________  ___________









 The accompanying notes are an integral part of these financial
                           statements.

                              -2-
<PAGE>

                      A. G. HOLDINGS, INC.
                  [A Development Stage Company]

                    STATEMENTS OF OPERATIONS


                                                   Cumulative
                                                     From
                              For the Years Ended  April 30,
                                   April 30,      1992 through
                        __________________________ April 30,
                                 1996      1995       1996
                           _____________________________________
REVENUE
  Sales                       $      -   $      -    $       -
                           _____________________________________
      Total Revenue                  -          -            -
                           _____________________________________
EXPENSES:
  General and administrative       217      3,627       28,608
                           _____________________________________
      Total Expenses               217      3,627       28,608
                           _____________________________________
LOSS FROM OPERATIONS             (217)    (3,627)     (28,608)

OTHER INCOME (EXPENSE)               -          -            -

INTEREST EXPENSE                   150        134          424
                           _____________________________________
LOSS FROM OPERATIONS BEFORE
  INCOME TAXES                   (367)    (3,761)     (29,032)

CURRENT INCOME TAX                   -          -            -

DEFERRED INCOME TAX                  -          -            -
                           _____________________________________
NET LOSS                      $   (367)  $   (3,761)  $(29,032)
                           _____________________________________
LOSS PER SHARE                $   (.01)  $   (.01)    $  (.01)
                           _____________________________________


















 The accompanying notes are an integral part of these financial
                           statements.
                               -3-
<PAGE>

                              A. G. HOLDINGS, INC.
                          [A Development Stage Company]

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                   FROM APRIL 30, 1992 THROUGH APRIL 30, 1996
                                                                       Deficit
                                                                        Accum-
                          Common Stock  Additional  Common   Retained   lated
                       _________________ Paid-in    Stock    Earnings  From May
                        Shares    Amount  Capital  Subscribed (Deficit) 1, 1992
                       ________________________________________________________
BALANCE, April 30, 1992 5,000,000  $ 500 $458,691 $(8,500) $(450,047) $    -

Subscription receivable
  offset against officer
  loan                       -         -       -    8,500         -         -

Net loss for the year
   ended April 30, 1993      -         -       -        -         -    (11,394)
                       _______________________________________________________
BALANCE, April 30, 1993 5,000,000    500 458,691        -  (450,047)   (11,394)

Shares of common stock
  issued for services
  at $.0001 per share   10,000,000  1,000      -        -         -         -

Prior period adjustment      -        -   10,000        -         -   (10,000)

Net loss for the year
  ended April 30, 1994       -        -        -        -         -   (13,510)
                       _______________________________________________________
BALANCE, April 30, 1994 15,000,000  1,500 468,691       -  (450,047)  (34,904)

Net loss for the year
  ended April 30, 1995       -        -        -        -         -    (3,761)
                       _______________________________________________________
BALANCE, April 30, 1995 15,000,000  1,500 468,691       -  (450,047)  (38,665)

Net loss for the year
  ended April 30, 1996       -        -        -        -         -      (367)
                       _______________________________________________________
BALANCE, April 30, 1996 15,000,000 $1,500 $468,691 $     - $(450,047) $(39,032)
                       _______________________________________________________



   The accompanying notes are an integral part of these financial statements.

                                   -4-
<PAGE>
                      A. G. HOLDINGS, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

        Increase (Decrease) in Cash and Cash Equivalents

                                                    Cumulative
                                                      From
                               For the Years Ended  April 30,
                                    April 30,      1992 through
                         __________________________ April 30,
                                  1996      1995       1996
                             ____________________________________
Cash Flows to Operating Activities:
 Net income (loss)             $   (367)  $ (3,761)  $(28,815)
 Adjustments to reconcile net loss to
   net cash used by operating activities:
  Issuance of stock in payment of
    services                           -          -      1,000
  Changes in assets and liabilities:
   Increase (decrease) in accounts
     payable and related party
     advances                        367         3,761    5,911
                             ____________________________________
        Net Cash Flows to Operating
          Activities                   -          -    (21,904)
                             ____________________________________
Cash Flows to Investing Activities:
 Proceeds from sale of property
   and equipment                       -          -          -
                             ____________________________________
        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 the Year        $       -  $       -  $       -
                             ____________________________________

Supplemental Disclosures of Cash
  Flow Information:
  None

Supplemental Schedule of Noncash Investing and Financial
Activities:
  None

 The accompanying notes are an integral part of these financial
                           statements.

                                 -5-
<PAGE>

                      A. G. HOLDINGS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The Company was organized under the laws of  the
  State  of Washington and was previously engaged in filming  and
  editing  video productions for businesses in Eastern Washington
  until 1992.  The Company is considered to have re-entered  into
  a  development stage for fiscal 1993.  The Company is presently
  an  inactive  shell  pursuing a suitable business  opportunity.
  Any  transaction  with  an operating  company  will  likely  be
  structured  as  a  reverse acquisition in which  a  controlling
  interest  in  the  Company will be acquired  by  the  successor
  operation.   In  such  a transaction, the shareholders  of  the
  Company  will  likely own a minority interest in  the  combined
  company  after the acquisition, and present management  of  the
  company  will  likely resign and be replaced by the  principals
  of  the operating company.  This type of transaction will leave
  the  current shareholders with only a small minority  voice  in
  the  operating business and their interest may be  insufficient
  to  control any seats of the board of directors or to have  any
  substantial voice in other corporate transactions.

  Loss  Per  Share - The computation of loss per share of  common
  stock  is  based  on  the  weighted average  number  of  shares
  outstanding during the periods presented.

  Statement  of  Cash Flows - For purposes of  the  statement  of
  cash  flows,  the  Company considers  all  highly  liquid  debt
  investments purchased with a maturity of three months  or  less
  to be cash equivalents.

  Income  Taxes  - The Company accounts for its income  taxes  in
  accordance  with  Statement of Financial  Accounting  Standards
  No.  109  "Accounting  for  Income Taxes"  which  requires  the
  liability approach for the effect of income taxes.

NOTE 2 - NOTES PAYABLE

  The  Company has two outstanding notes payable.  The first note
  had  an  original  balance of $1,100 on May  1,  1993,  carried
  interest  at  12% per annum and had scheduled payments  of  $50
  per  month,  including  interest.   This  note  is  payable  to
  Huppin,  Ewing, Anderson and Paul (Attorneys) and was scheduled
  to  be paid in full on or before June 30, 1994.  The balance of
  this  note  on  April  30,  1996 and 1995  was  $878  and  $784
  respectively.   The  second  note  is  payable  to  Fruci   and
  Associates,  CPA's  (former auditors of the Company),  and  the
  original  balance as of November 30, 1993, was $867.  The  note
  bears  interest  at 12% per annum and was due on  February  28,
  1994.   The  balance on April 30, 1996 and 1995, was  $524  and
  $468  respectively.  Accrued interest has  been  added  to  the
  balance of the notes.

NOTE 3 - DUE TO SHAREHOLDER

  A   shareholder  and  former  president  of  the  Company   has
  periodically  advanced  funds to the Company.   These  advances
  are  non-interest bearing and are due upon demand.  The  unpaid
  advances  amounted to $17,019 and $17,019 as of April 30,  1996
  and 1995, respectively.

                              -6-
<PAGE>
                      A. G. HOLDINGS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 4 - CAPITAL STOCK

  Common  Stock  -  During  May,  1984  in  connection  with  its
  organization  the  Company  issued  2,000,000  shares  of   its
  previously  authorized,  but  unissued  common  stock.    Total
  proceeds amounted to $449,191.

  During 1992, the Company issued 225,000 shares of common  stock
  at  $.0001  per  share  for cash.  Total proceeds  amounted  to
  $1,500.

  During  the  year  ended April 30, 1992  the  Company's  former
  president  was  issued 1,275,000 shares  of  common  stock  for
  cancellation  of  a  promissory note and  1,500,000  shares  of
  common  stock  for services valued at $10,000.  Total  proceeds
  amounted to $8,500.

  On  July  31,  1993,  the  Company issued  to  an  officer  and
  director  10,000,000 shares of common stock  valued  at  $.0001
  per share for services rendered valued at $1,000.

NOTE 5 - RELATED PARTY TRANSACTIONS

  At  April  30, 1996 and 1995 the Company had $1,402 and  $1,252
  in  related  party notes payable, and $17,019 in advances  from
  related parties.

  The  Company  issued 10,000,000 shares of  common  stock  to  a
  related party during 1994 for services rendered. [See Note 4]

  During  the  year ended April 30, 1993, the stock  subscription
  receivable was offset against amounts payable to the  Company's
  former  president  for a $7,655 loan made to the  Company,  and
  for services provided in the amount of $845.

  Office  Space - The Company has not had a need to  rent  office
  space.   An  officer of the Company allows the Company  to  use
  his address, as needed, on a rent free basis.

NOTE 6 - INCOME TAXES

  The  Company  accounts  for  income taxes  in  accordance  with
  Statement   of   Financial   Accounting   Standards   No.   109
  "Accounting  for  Income  Taxes" which requires  the  liability
  approach for the effect of income taxes.

  The  Company  has available at April 30, 1996 unused  operating
  loss  carryforwards  of approximately $240,000,  which  may  be
  applied  against  future taxable income  and  which  expire  in
  various  years  beginning  in 2005 through  2009.   If  certain
  substantial  changes in the Company's ownership  should  occur,
  there  could  be  an  annual limitation on the  amount  of  net
  operating loss carryforward which can be utilized.  The  amount
  of  and ultimate realization of the benefits from the operating
  loss  carryforwards for income tax purposes  is  dependent,  in
  part,  upon the tax laws in effect, the future earnings of  the
  Company,  and other future events, the effects of which  cannot
  be  determined.   Because  of the uncertainty  surrounding  the
  realization   of  the  loss  carryforwards  the   Company   has
  established  a valuation allowance equal to the tax  effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset
  has been recognized for the loss carryforwards.  The change  in
  the  valuation  allowance is equal to the  tax  effect  of  the
  current period's net loss.

                              -7-
<PAGE>
                      A. G. HOLDINGS, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - PRIOR PERIOD ADJUSTMENT

  Legal  fees  of  $10,000, which were incurred for  services  in
  1992  and  owed to the Company's president, were  not  properly
  charged  to operations in the proper year.  This correction  is
  recorded  as a prior period adjustment in the year ended  April
  30, 1994.

NOTE 8 - GOING CONCERN

  The  accompanying  financial statements have been  prepared  in
  conformity with generally accepted accounting principles  which
  contemplate  continuation of the Company as  a  going  concern.
  However,  the Company has incurred significant losses the  past
  few  years, has liabilities in excess of assets (a stockholders
  deficit),  and  has not yet established profitable  operations.
  This  raises substantial doubt about the ability of the Company
  to  continue as a going concern.  In this regard, management is
  proposing  to  raise  additional funds through  loans  and  /or
  through  additional sales of its common stock which funds  will
  be  used  to  assist  in  establishing on-going  operations  or
  through  a  business acquisition.  There is no  assurance  that
  the  Company  will  be  successful in raising  this  additional
  capital  or  achieving  profitable operations.   The  financial
  statements  do  not include any adjustments that  might  result
  from the outcome of these uncertainties.




                            -8-