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, 1997

[ ]     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-



<PAGE>



           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, 1997:

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

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

                                                         2

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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

                                                         3

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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 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

                                                         4

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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

                                                         5

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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  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 be-

                                                         6

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tween 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,  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

                                                         7

<PAGE>



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

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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.

         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

                                                         9

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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.



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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


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         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

                  As of April 30, 1997, 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, 1997
                  and 1996 Statement of Operations for the years ended April 30,
                  1997 and 1996  Statement  of  Stockholders'  Equity  (Deficit)
                  Statement of Cash Flows for the years ended April 30, 1997 and
                  1996 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

                                                        12

<PAGE>



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.

         On November 1, 1996 the Registrant engaged Pritchett, Siler &
Hardy, P.C. as its new independent accountants.


                                                        13

<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

                                                        14

<PAGE>



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.

           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


                                                        15

<PAGE>



           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.


                                                        16

<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.



                                                        17

<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:July 30, 1997                      A.G. HOLDINGS, INC.



                                         By: /s/ Dempsey K. Mork
                                                 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 July 30, 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


                                                        18

<PAGE>














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

                    FINANCIAL STATEMENTS

                   APRIL 30, 1997 AND 1996



















               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, 1997 and 1996              2


    _     Statements of Operations,  for the years ended April 30, 1997 and 1996
          and for the  cumulative  period from April 30, 1992 through  April 30,
          1997 3


    _   Statement of Stockholders' Equity (Deficit), from
          April 30, 1992 through April 30, 1997              4


    _   Statements of Cash Flows for the years ended
          April 30, 1997 and 1996 and for the cumulative
          period from April 30, 1992 through
          April 30, 1997                                     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,  1997  and  1996,  and the  related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended April 30, 1997 and 1996 and for the cumulative period from April 30,
1992 through April 30, 1997. 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, 1997 and 1996, and the results
of its  operations  and its cash flows for the years  ended  April 30,  1997 and
1996, and for the  cumulative  period from April 30, 1992 through April 30, 1997
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.

June 25, 1997



<PAGE>

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

                         BALANCE SHEETS


                             ASSETS


                                             April 30,
                                ----------------------------
                                         1997         1997
                                    -----------  -----------
CURRENT ASSETS:
  Cash                                  $     -     $      -
                                    -----------  -----------
        Total Current Assets                  -            -
                                    -----------  -----------
                                        $     -     $      -
                                    -----------  -----------


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                      $ 1,145     $    467
  Note payable                            1,571        1,402
  Advances from related parties          19,965       17,019
                                    -----------  -----------
        Total Current Liabilities        22,681       18,888
                                    -----------  -----------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.0001 par value,
   100,000,000 shares authorized,
   15,000,000 shares issued and
   outstanding at April 30, 1997
   and 1996                               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               (42,825)     (39,032)
                                    -----------  -----------
  Total Stockholders' Equity (Deficit) (22,681)     (18,888)
                                    -----------  -----------
                                        $     -     $      -
                                    -----------  -----------









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

<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,
                                 1997      1996       1997
                           -------------------------------------
REVENUE
  Sales                       $      -   $      -    $       -
                           -------------------------------------
      Total Revenue                  -          -            -
                           -------------------------------------
EXPENSES:
  General and administrative     3,625        217       42,233
                           -------------------------------------
      Total Expenses             3,625        217       42,233
                           -------------------------------------
LOSS FROM OPERATIONS           (3,625)      (217)     (42,233)

OTHER INCOME (EXPENSE)               -          -            -

INTEREST EXPENSE                   168        150          592
                           -------------------------------------
LOSS FROM OPERATIONS BEFORE
  INCOME TAXES                 (3,793)      (367)     (42,825)

CURRENT INCOME TAX                   -          -            -

DEFERRED INCOME TAX                  -          -            -
                           -------------------------------------
NET LOSS                    $   (3,793)  $   (367)    $(42,825)
                           -------------------------------------
LOSS PER SHARE                $    (.00) $    (.01) $      (.01)
                           -------------------------------------













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

<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   ulated
                        _______________   Paid-in   Stock    arnings From May1
                         Shares   Amount  Capital Subscribed (Deficit)  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)

Net loss for the year
 ended April 30, 1997           -       -        -        -        -   (3,793)
                        ---------- ------  -------  --------  -------  -------
BALANCE, April 30, 1997 15,000,000 $1,500 $468,691  $     - $(450,047)$(42,825)
                        ---------- ------  -------  --------  -------  -------

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


<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,
                                  1997      1996       1997
                             ------------------------------------
Cash Flows to Operating Activities:
 Net income (loss)             $ (3,793)  $   (367)  $   (42,825)
 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                3,793         367      19,921
                             ------------------------------------
        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.


<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, 1997
  and 1996 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, 1997 and
  1996, was $1,571 and $1,402  respectively.  Accrued interest has been added to
  the balance of the notes.

NOTE 3 - DUE TO SHAREHOLDER

  During 1997, the president of the Company advanced funds to the Company. These
  advances are non-interest bearing and are due upon demand. The unpaid advances
  amount to $2,946 as of April 30, 1997.

  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,
  1997 and 1996, respectively.

<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, 1997 and 1996 the Company had $1,402 and $1,252 in related  party
  notes payable, and $19,965 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,  1997  unused   operating   loss
  carryforwards of approximately  $242,000,  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.


<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.
<PAGE>