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, 1999

[ ]     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.)

  83-888 Ave. 51 (Box 1130) Thermal, California                    92274
- ------------------------------------------------------------------------------
           (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:
(760) 398-9700

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    X                           NO

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, 1999:

Common Stock, $.0001 Par Value - 3,130,378 shares
- ---------------------------------------------------

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

                                                         2

<PAGE>



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 83-888 Ave. 51
(Box 1130), Thermal, California 92274. Its telephone number is (760) 398-9700.

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.  TheCompany  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
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  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,  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.

         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.



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

                  As of April 30, 1999, 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'  Reports for fiscal year ending April
                  30, 1999 which includes Balance Sheet as of 4-30-1999,
                  Statement of Operations for the year ending April 30, 1999,
                  as well as the Statement of Stockholders'  Equity
                  (Deficit),  Statement of Cash Flows for the years ended
                  April 30, 1999 and  Notes to Financial Statements

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

         The Registrant's former independent  accountants Grant Hardy of
Pritchett Siler and Hardy, P.A. was dismissed on July 19, 1999.  The report
by Prichett Siler and Hardy on the  financial statements of the Registrant
dated June 26, 1998,  including the statement of financial condition as of
April 30,  1999,  and  the  statements  of operations, cash  flows  and
change 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 July 19, 1999  the Registrant engaged David M. Winings C.P.A. as
its new independent accountants.




                                                     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                 58          President, Chief Financial
                                            Officer and  Director
Randall Baker                   56          Vice President, Secretary
                                            and Director
Robert Filiatreaux              69          Director

           Dempsey K. Mork, age 58, 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 56 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 69 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.

           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.


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

     Dempsey K. Mork(1)       2,818,000(2)      90.0%

     Randy Baker(1)             100,000          3.2%

     Robert Filiatreaux(1)      100,000          3.2%


     All officers and directors
     as a group (3 persons)   3,018,000         96.4%



(1)      The address of this person is c/o of the Company.
(2)      Includes shares issued in name of wife.

Item 12.           Certain Relationships and Related Transactions

            Not Applicable.




                                     PART IV

Item 13.           Exhibits


    Exhibit No.            Document Description




(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").





                                                      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, 1999.



                                              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


















































  DAVID M. WININGS
  CERTIFIED PUBLIC ACCOUNTANT











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

  FINANCIAL STATEMENTS



  CONTENTS



  Independent Auditor's Report                          1


  Balance Sheets, April 30, 1999 and 1998               2


  Statements of Operations, for the years ended
  April 30, 1999 and 1998 and for the cumulative
  period from April 30, 1992 through April 30, 1999     3


  Statement of Stockholders' Equity (Deficit), from
  April 30, 1992 through April 30, 1999                 4-5


  Statements of Cash Flows for the years ended
  April 30, 1999 and 1998 and for the cumulative
  period from April 30, 1992 through April 30, 1999      6-7


  Notes to Financial Statements                          8-11





















  DAVID M. WININGS, CPA
  75-140 St. Charles Place, Suite B
  Palm Desert, CA 92211
  (760) 341-5450

  INDEPENDENT AUDITORS' REPORT

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

  I have audited the accompanying balance sheet of A.G. Holdings, Inc.,
  [a development stage company], at April 30, 1999, and the related
  statements of operations, stockholders' equity (deficit) and cash flows
  for the years ended April 30, 1999 and for the cumulative period from
  April 30, 1992 through April 30, 1998. These financial statements are
  the responsibility of the company's management. My responsibility is to
  express an opinion on these financial statements based on my audits. The
  financial statements of A.G. Holdings, Inc.,  for the years ended April
  30, 1998, 1997, 1996, 1995, 1994, 1993, and 1992, were audited by other
  auditors whose reports, dated June 26, 1998, 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.

  I conducted my audit in accordance with generally accepted auditing
  standards. Those standards require that I plan and perform the audit to
  obtain reasonable assurance 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. I believe that my audit
  provides a reasonable basis for my opinion.

  In my opinion and based on the opinions of other auditors, the financial
  statements audited by me present fairly, in all material respects, the
  financial position of A.G. Holdings, Inc. as of April 30, 1999, and the
  results of its operations and its cash flows for the year ended April
  30, 1999, and for the cumulative period from April 30, 1992 through
  April 30, 1999 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/ David M. Winings, CPA
  July 28, 1999

  -1-

  A.G. Holdings, Inc.
  [A Development Stage Company]

  BALANCE SHEETS


  ASSETS

                                                     April 30,
                                                1999        1998

                                             ----------  ----------
  CURRENT ASSETS
  Cash                                       $   -       $     -
                                             ----------  ----------
     Total Current Assets                        -             -
                                             ----------  ----------
                                             $   -       $     -
                                             ----------  ----------

  LIABILITIES AND STOCKHOLDERS? EQUITY (DEFICIT)

  CURRENT LIABILITIES:
  Accounts Payable and
    other accrued liabilities                 $   5,353  $    5,353

  Note Payable                                    1,518       1,518

  Advances from related parties                  21,295      21,295

                                             ----------  ----------
     Total Current Liabilities                   28,166      28,166

                                             ----------  ----------
  STOCKHOLDERS? EQUITY (DEFICIT)  [Restated]:
  Common Stock, $.0001 par value,
   100,000,000 shares authorized,
   3,130,078 shares
   issued and outstanding at
   April 30, 1999 and 1998                          313         313

  Capital in excess of par value                470,188     470,188

  Retained Earnings (deficit)                  (450,047)   (450,047)

  Deficit accumulated during
   the development stage                        (48,620)    (48,620)
                                              ----------  ---------
  Total Stockholders' Equity (Deficit)          (28,166)    (28,166)
                                              ----------  ---------









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

  -2-



  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,
                                     1999        1998        1999
                                ----------------------------------------
  REVENUE:
    Sales                       $   -        $    -     $    -
                                ----------------------------------------
      Total Revenue                 -             -          -

  EXPENSES:
    General and administrative                   4,901     47,134
                                ----------------------------------------
       Total Expenses                            4,901     47,134
                                ----------------------------------------
  LOSS FROM OPERATIONS                          (4,901)   (47,134)

  OTHER INCOME (EXPENSE)            -              -          -

  INTEREST EXPENSE                                 894      1,486

  LOSS FROM OPERATIONS BEFORE
    INCOME TAXES                                (5,795)   (48,620)

  CURRENT INCOME TAX                -              -          -

  DEFERRED INCOME TAX               -              -          -
                                ----------------------------------------
  NET LOSS                            0         (5,795)   (48,620)
  LOSS PER SHARE                    .00           (.01)      (.24)
                                ----------------------------------------













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

  -3-

  A.G. Holdings, Inc.
  [A Development Stage Company]

  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

  FROM APRIL 30, 1992 THROUGH APRIL 30, 1999

  [RESTATED]
                                                                Deficit
                                                                Accumu-
                          Common Stock Additional Common    Retained   lated
                           ----------- Paid-in    Stock     Earnings   From May
                           Shares Amt  Capital  Subscribed  (Deficit)     1,1992
                        ------ --- ------  ---------  --------  --------
  BALANCE, April 30, 1992  10,000  $1 $459,190   $(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  10,000   1  459,190         -    (450,047)
  (11,394)

  Shares of common stock
   issued for services
   at .0001 per share      20,000   2      998         -           -           -

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

  Net loss for the year
   ended April 30, 1994         -   -        -         -           -
  (13,510)
                           -----------------------------------------------------
  -
  BALANCE, April 30, 1994  30,000   3  470,188         -    (450,047)
  (34,904)

  Net loss for the year
   ended April 30, 1995         -   -        -         -           -
  (3,761)
                           -----------------------------------------------------
  -
  BALANCE, April 30, 1995  30,000   3  470,188         -    (450,047)
  (38,665)

  Net loss for the year
   ended April 30, 1996         -   -        -         -           -
  (367)
                           -----------------------------------------------------
  -
  BALANCE, April 30, 1996  30,000   3  470,188         -    (450,047)
  (39,032)

  Net loss for the year
   ended April 30, 1997         -   -        -         -           -
  (3,793)
                           -----------------------------------------------------
  -
  BALANCE, April 30, 1997  30,000   3  470,188         -    (450,047)
  (42,825)

  Issuance of 14,670,000
   Shares of common stock
   at par value of $.0001
   per share during December,
   1997, in connection
   with a business
   acquisition         14,670,000 1,467      -         -           -           -

     [continued]
  -4-
  A.G. Holdings, Inc.
  [A Development Stage Company]

  STATEMENT OF STOCKHOLDERS? EQUITY (DEFICIT)

  FROM APRIL 30, 1992 THROUGH APRIL 30, 1999

  [RESTATED]

  [CONTINUED]
                                                                Deficit
                                                                Accumu-
                        Common Stock   Additional Common    Retained   lated
                           ----------- Paid-in    Stock     Earnings   From May
                           Shares Amt  Capital  Subscribed  (Deficit)     1,1992
                        ------ --- ------  ---------  --------  --------

  Cancellation of
   14,670,000 shares of
   common stock previously
   issued with
   unsuccessful business
   acquisition       (14,670,000)(1,467)     -         -          -         -

  Issuance of 3,100,000
   shares of common stock
   at par value of $.0001
   per share in payment of
   consulting fees during
   December, 1997, in
   connection with
   unsuccessful business
   acquisition          3,100,000 310        -         -          -         -

  Shares issued due to
   rounding in 1 for 500
   common stock split,
   August, 1997                78

  Net loss for the year
   ended April 30, 1998         -   -        -         -                (5,795)
                         ------------------------------------------------
  BALANCE
  April 30, 1998      3,130,078 $313 $470,188       $ -   $(450,047)   $(48,620)
                            ----------------------------------------------------
  -

  Net income for the year
   Ended April 30, 1999         -  -         -         -                    -0-

                            ----------------------------------------------------
  -
  BALANCE
  April 30, 1999      3,130,078 $313 $470,188       $ -   $(450,047)   $(48,620)
                            ----------------------------------------------------
  -





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

  -5-

  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,
                                     1999        1998        1999
                                ------------------------------------
  Cash Flows used by
    Operating Activities:
   Net Income  (loss)           $     -0-       (5,795)   (48,620)
   Adjustments to reconcile
    net loss to net cash used
    by operating activities:
   Issuance of stock in payment of
    consulting fees                                310      1,310
   Changes in assets and liabilities:
    Increase (decrease) in
    accounts payable,
    related party advances,
    and other accrued
    liabilities                                  5,485     25,406

     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              -0-            -       (644)

  Cash at Beginning of the Year       -0-            -        644
                                ----------------------------------------
  Cash at End of the Year       $     -0-            -          -
                                ----------------------------------------



  (continued)

  -6-


  A.G. Holdings, Inc.
  [A Development Stage Company]

  STATEMENTS OF CASH FLOWS

  Increase (Decrease) in Cash and Cash Equivalents

  [CONTINUED]


  Supplemental Disclosures of Cash
   Cash paid during the year for:
   Interest                     $                    -          -
   Income Tax                   $                    -          -

  [Continued]


  Supplemental Schedule of Noncash Investing and Financial Activities:
   For the year ended April 30, 1998:
  During December, 1997, 14,670,000 shares of common stock were issued
  in connection with a business acquisition. The acquisition was
  subsequently rescinded and the shares were returned for cancellation.
  In connection with the unsuccessful business acquisition a total of
  3,100,000 shares were issued at a nominal value to officers and
  directors of the company for consulting services rendered.


























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

  -7-

  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 year 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.

  Earnings (Loss) Per Share - The computation of loss per share is based
  on the weighted average number of shares outstanding during the period
  presented in accordance with FASB 128 "Earnings per Share."

  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."

  Reclassification - The Financial Statements for periods prior to 1998
  have been reclassified to conform to the titles and headings used in the
  1998 financial statements.

  Stock Split - During August, 1997, the Board of Directors authorized a 1
  to 500 reverse stock split of the issued and outstanding common shares
  of the Company.  The Company retained the authorized shares at
  100,000,000 shares with a par value of $.0001 per share.  The financial
  statements for all periods presented have been restated to reflect the
  effect of the reverse stock split.

  NOTE 2 - NOTES PAYABLE

  The company has various notes payable issued to related parties in the
  total amount of $1,518.  The notes bear interest at rates of 12% and 18%
  per annum on the unpaid balance, and are payable on demand.


  -8-


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

  NOTES TO FINANCIAL STATEMENTS


  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 $4,276 as of April 30, 1999 and 1998.

  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 as of
  April 30, 1999 and 1998.

  NOTE 4 - CAPITAL STOCK

  Common Stock  During December 1997, the Company issued 3,100,000 shares
  of common stock valued at $.001 per share to certain officers,
  directors, and consultants of the Company in payment of consulting fees
  related to an unsuccessful business acquisition (see Note 10).

  During December 1997, the Board of Directors effected a 1 for 500
  reverse stock split of the issued and outstanding common shares of the
  Company.  Immediately after the split there were 30,078 shares issued
  and outstanding.  The financial statements for all periods presented
  have been restated to reflect the stock split.  (See Note 10)

  On July 31, 1993, the Company issued to an officer and director 20,000
  shares of common stock valued at $.0001 per share for services rendered
  valued at $1,000.

  During 1992, the Company issued 450 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 2,550 shares of common stock for cancellation of a promissory
  note and 3,000 shares of common stock for services valued at $10,000.
  Total proceeds amounted to $8,500.

  During May, 1984, in connection with its organization the Company issued
  4,000 shares of its previously authorized but unissued common stock.
  Total proceeds amounted to $449,191.








  -9-


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

  NOTES TO FINANCIAL STATEMENTS

  NOTE 5 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes."
  FASB 109 requires the Company to provide net deferred tax
  asset/liability equal to the expected future tax benefit/expense of
  temporary reporting differences between book and tax accounting methods
  and any available operating loss of tax credit carry-forwards.  At April
  30, 1999 and 1998, the Company has available unused operating loss
  carry-forwards of approximately $248,000 and $242,000, which may be
  applied against future taxable income and which expire in various years
  for 2005 to 2013.

  The amount of and ultimate realization of the benefits from the
  operating loss carry-forwards 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
  carry-forwards the Company has established a valuation allowance equal to
  the tax effect of the loss carry-forwards and, therefore, no deferred tax
  asset has been recognized for the loss carry-forwards.  The net deferred
  tax assets are approximately $84,250 and $82,000 as of April 30, 1998
  and April 30, 1997, with an offsetting valuation allowance of the same
  amount resulting in a change in the valuation allowance of approximately
  $2,250 during 1998.

  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 during the past few years, has liabilities
  in excess of assets (a stockholder 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 ongoing 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.

  -11-


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

  NOTES TO FINANCIAL STATEMENTS


  NOTE 9 - EARNINGS PER SHARE

  The following data shows the amounts used in computing loss per share
  for the periods ended April 30, 1999 and 1998:



 1998
                                         -------     -------
  Loss from continuing operations
  Available to common shareholders
  (numerator)                           $   -0-     $(5,795)
                                         -------     -------
  Weighted average number of common
  Shares outstanding used in loss per
  Share calculation for the period
  (denominator)                          3,130,078 1,049,256
                                         -------     -------

  NOTE 10 - BUSINESS ACQUISITION AND RECISSION

  A.G. Holdings Inc. (the Company) announced in December of 1997 that it
  had recently acquired a Hong Kong corporation named Green Bamboo Ltd.,
  which owns 65% of Jiangyin Zhiye Real Estate Co.  The Company changed
  its name to Bahui USA, Inc.  The transaction was subsequently rescinded
  because the Green Bamboo shareholder was unable to deliver his shares of
  Green Bamboo.  The Company subsequently changed its name back to A.G.
  Holdings, Inc.  In connection with the unsuccessful business acquisition
  the Company effected a 1 for 500 reverse common stock split.  The
  company issued 14,670,000 shares in connection with the acquisition, and
  all 14,670 shares were subsequently returned an cancelled due to the
  recission.  The Company also issued 3,100,000 shares of common stock
  valued at $.0001 per share to officers, directors and other related
  parties of the company for their consulting services related to the
  unsuccessful acquisition.












  -12-