As filed with the Securities and Exchange Commission on September 16, 1996
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      ------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                      ------------------------------------

                          WESTMARK GROUP HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                    13-3784149
  (State or other jurisdiction                       (I.R.S. Employer
       of incorporation or                        Identification Number)
          organization)

      355 N.E. Fifth Avenue                        Norman J. Birmingham
   Delray Beach, Florida 33483                     355 N.E. Fifth Avenue
         (407) 243-8010                         Delray Beach, Florida 33483
         (713) 652-2792                     (Name, address, including zip code,
(Address, including zip code, and             and telephone number, including
   telephone number, including               area code, of agent for service)
   area code of registrant's
  principal executive offices)

                              CONSULTING AGREEMENT
                               OF ARTHUR PRIESTON
                            (Full Title of the Plan)
                                -----------------

                                    COPY TO:
                               Thomas C. Pritchard
                            Brewer & Pritchard, P.C.
                             1111 Bagby, 24th Floor
                              Houston, Texas 77002
                              Phone (713) 659-1744
                               Fax (713) 659-2430
                                -----------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                                       Proposed
                                                                                        Maximum
            TITLE OF                                          Proposed Maximum         Aggregate           Amount of
        SECURITIES TO BE                Amount Being           Offering Price          Offering          Registration
           REGISTERED                   Registered(1)           Per Share(2)           Price(2)               Fee
<S>                                         <C>                     <C>                 <C>                 <C>    
Common Stock, par value
$.001 per share..................           15,000                  $1.06              $15,900             $100.00
=================================  ======================  ======================  =================  ===================
</TABLE>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
         number of shares of the issuer's Common Stock registered hereunder will
         be adjusted in the event of stock splits, stock dividends or similar
         transactions.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457, on the basis of the last sales
         price of the Common Stock as reported by the Nasdaq SmallCap Market on
         September 13, 1996.

                                        i

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

             The following documents filed by Westmark Group Holdings, Inc.
("Company" or "Registrant") with the Securities and Exchange Commission are
incorporated herein by reference:

             1. The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or, either (i) the Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended ("Securities Act") that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (ii) the Company's effective
Registration Statement on Form 10 or Form 10-SB filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

             2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.

             All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all shares of common stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part thereof from the date
of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES

             Under the Company's Certificate of Incorporation, the authorized
capital stock of the Company consists of 60 million shares, of which 50 million
shares are Common Stock and 10 million shares are preferred stock. As of
September 16, 1996, the Company had outstanding 4,175,118 shares of Common Stock
and 118,750 shares of Series A Preferred Stock, 300,000 shares of Series B
Preferred Stock, and 200,000 shares of Series C Preferred Stock held of record
by 14 persons. The Company has reserved 495,433 shares to be issued hereby,
331,905 shares for issuance upon exercise of outstanding options, 666,666 shares
for issuance upon exercise of warrants, and 708,690 shares for issuance upon
conversion of the Series A and Series B Preferred Stock.

             The following summary description of the securities of the Company
is qualified in its entirety by reference to the Certificate of Incorporation, a
copy of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

COMMON STOCK

             The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to stockholders of the
Company. The holders of Common Stock have the sole right to vote, except as
otherwise provided by law or by the Company's Certificate, including provisions
governing any preferred stock. The Common Stock does not have any cumulative
voting, preemptive, subscription or conversion rights. Election of directors and
other general shareholder action requires the affirmative vote of a majority of
shares represented at a meeting in which a quorum is represented. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, upon payment therefor as contemplated herein, validly issued,
fully paid and non-assessable.

             Subject to the rights of any outstanding shares of preferred stock,
the holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available therefor. In
the event of liquidation, dissolution or winding up of the affairs of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment or provision for all
liabilities and any preferential liquidation rights of any preferred stock then
outstanding.

                                      II-1

PREFERRED STOCK

             The Board of Directors is authorized, without action by the holders
of the Common Stock, to provide for the issuance of the preferred stock in one
or more series, to establish the number of shares to be included in each series
and to fix the designations, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions thereof.
This includes, among other things, voting rights, conversion privileges,
dividend rates, redemption rights, sinking fund provisions and liquidation
rights which shall be superior to the Common Stock. The issuance of one or more
series of the preferred stock could adversely affect the voting power of the
holders of the Common Stock and could have the effect of discouraging or making
more difficult any attempt by a person or group to attain control of the
Company. The Company has no present plans to issue any additional shares of
preferred stock.


             SERIES A PREFERRED STOCK. In April 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 200,000 shares of series A
cumulative preferred stock ("Series A Preferred Stock"). In April 1996, an
aggregate of 100,000 shares of Series A Preferred Stock were issued with an
aggregate stated value of $400,000 to Mr. Hollenbeck and an aggregate of 18,750
shares of Series A Preferred Stock were issued to an unaffiliated third party.
The Series A Preferred Stock has a liquidation preference of $4 per share, plus
any accrued unpaid dividends, is redeemable by the Company at a redemption price
of $4 per share, plus accrued unpaid dividends to the date of redemption, after
October 1, 1996 the holder can force redemption by the Company upon the same
redemption terms that the Company possesses, and does not have any voting
rights. The shares of Series A Preferred Stock are convertible into shares of
Common Stock at the lessor or (i) $1.50 or (ii) 84% of the closing bid price on
the day prior to conversion (subject to adjustment).

             SERIES B PREFERRED STOCK. In April 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 300,000 shares of series B
cumulative preferred stock ("Series B Preferred Stock"). In April 1996, an
aggregate of 300,000 shares of Series B Preferred Stock were issued with an
aggregate stated value of $600,000. The Series B Preferred Stock has a
liquidation preference of $2 per share, plus any accrued unpaid dividends, is
redeemable by the Company at a redemption price of $2 per share, plus accrued
unpaid dividends to the date of redemption, and does not have any voting rights.
The shares of Series B Preferred Stock are convertible by the holders in shares
of Common Stock at the lesser of (i) $2.00 or (ii) 84% of the closing bid price
on the day prior to conversion (subject to adjustment). The shares of Series B
Preferred Stock automatically convert, at the above referenced conversion rate,
into shares of Common Stock in April 1998.

             SERIES C PREFERRED STOCK. In March 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 500,000 shares of series C
cumulative preferred stock ("Series C Preferred Stock"). Effective March 1996,
an aggregate of 200,000 shares of Series C Preferred Stock were issued with an
aggregate stated value of $700,000. The Series C Preferred Stock has a
liquidation preference of $3.50 per share, plus any accrued unpaid dividends, is
redeemable by the Company at a redemption price of $3.50 per share, plus accrued
unpaid dividends to the date of redemption, and does not have any voting rights.
After December 15, 1997, the shares of Series C Preferred Stock are convertible
by the holders in shares of Common Stock at the rate of 84% of the closing bid
price on the day prior to conversion (subject to adjustment).

WARRANTS

             There are warrants outstanding authorizing the holders to purchase
an aggregate of 666,666 shares of Common Stock, currently exercisable and
expiring between one and eight years from the date of this Prospectus at
exercise prices between $1.00 and $9.00.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

             A. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a

                                      II-2

director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

             B. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

             C. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (A) and (B), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

             D. Any indemnification under subsections (A) and (B) (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (A) and (B). Such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.

             E. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by the Certificate of Incorporation. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

             F. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

             G. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the Certificate of Incorporation.

                                      II-3

             H. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ITEM 8.      EXHIBITS

             The following exhibits are filed as part of this Registration
Statement:

                      4.1(1)          Form of specimen Common Stock

                      5.1(2)          Opinion Regarding Legality

                     10.1(2)          Consulting Agreement of Arthur Prieston

                     24.1(2)          Consent of Comiskey & Company, P.C.

                     24.2(2)          Consent of Brewer & Pritchard, P.C. 
                                      (Contained in Exhibit 5.1)
- ---------------------
(1)      The information required by this exhibit is incorporated by reference
         to the exhibits filed in connection with the Company's Registration
         Statement on Form SB-2 (Commission File No. 333-05599)

(2)      Filed herewith.

ITEM 9.      UNDERTAKINGS

             (a)     The undersigned registrant hereby undertakes:

                     (1)     To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:

                             i.       To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;

                             ii.      To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement; and

                             iii.     To include any additional or changed
                                      material information with respect to the
                                      plan of distribution.

                     (2)     That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a
                             new registration statement relating to the
                             securities offered therein, and the offering of
                             such securities at that time shall be deemed to be
                             the initial BONA FIDE offering thereof.

                     (3)     To remove from registration by means of a
                             post-effective amendment any of the securities
                             being registered which remain unsold at the
                             termination of the offering.

             (b) The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

                                      II-4

             (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Delray, State of Florida, on the 16th day of
September, 1996.

                                Westmark Group Holdings, Inc.

                                By /s/ MARK SCHAFTLEIN
                                       Mark Schaftlein,  
                                       Chief Operating Officer and Director

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

SIGNATURE                                 TITLE                    DATE
- ---------                                 -----                    ----
/s/ MARK SCHAFTLEIN           Director, Chief Operating       September 16, 1996
    Mark Schaftlein           Officer and Chief Financial
                              Officer (Principal Financial
                              and Accounting officer)

/s/ NORMAN J. BIRMINGHAM      Director                        September 16, 1996
    Norman J. Birmingham
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24557}]
{"company-data": {"conformed-name": "WESTMARK GROUP HOLDINGS INC", "cik": "0000820771", "assigned-sic": "6162", "irs-number": "841055077", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12113", "film-number": "96630966"}, "business-address": {"street1": "355 N E FIFTH AVE", "street2": "STE 4", "city": "DELRAY BEACH", "state": "FL", "zip": "33483", "phone": "4072438010"}, "mail-address": {"street1": "355 N E FIFTH AVE", "street2": "STE 4", "city": "DELRAY BEACH", "state": "FL", "zip": "33483"}, "former-company": [{"former-conformed-name": "NETWORK FINANCIAL SERVICES INC", "date-changed": "19920703"}, {"former-conformed-name": "NETWORK REAL ESTATE OF CALIFORNIA INC", "date-changed": "19920623"}, {"former-conformed-name": "EAGLE VENTURE ACQUISITIONS INC", "date-changed": "19900620"}]}
As filed with the Securities and Exchange Commission on September 16, 1996
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      ------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                      ------------------------------------

                          WESTMARK GROUP HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

            DELAWARE                                    13-3784149
  (State or other jurisdiction                       (I.R.S. Employer
       of incorporation or                        Identification Number)
          organization)

      355 N.E. Fifth Avenue                        Norman J. Birmingham
   Delray Beach, Florida 33483                     355 N.E. Fifth Avenue
         (407) 243-8010                         Delray Beach, Florida 33483
         (713) 652-2792                     (Name, address, including zip code,
(Address, including zip code, and             and telephone number, including
   telephone number, including               area code, of agent for service)
   area code of registrant's
  principal executive offices)

                              CONSULTING AGREEMENT
                               OF ARTHUR PRIESTON
                            (Full Title of the Plan)
                                -----------------

                                    COPY TO:
                               Thomas C. Pritchard
                            Brewer & Pritchard, P.C.
                             1111 Bagby, 24th Floor
                              Houston, Texas 77002
                              Phone (713) 659-1744
                               Fax (713) 659-2430
                                -----------------

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                                        Maximum
            TITLE OF                                          Proposed Maximum         Aggregate           Amount of
        SECURITIES TO BE                Amount Being           Offering Price          Offering          Registration
           REGISTERED                   Registered(1)           Per Share(2)           Price(2)               Fee
Common Stock, par value
$.001 per share..................           15,000                  $1.06              $15,900             $100.00
=================================  ======================  ======================  =================  ===================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
         number of shares of the issuer's Common Stock registered hereunder will
         be adjusted in the event of stock splits, stock dividends or similar
         transactions.

(2)      Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457, on the basis of the last sales
         price of the Common Stock as reported by the Nasdaq SmallCap Market on
         September 13, 1996.

                                        i

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

             The following documents filed by Westmark Group Holdings, Inc.
("Company" or "Registrant") with the Securities and Exchange Commission are
incorporated herein by reference:

             1. The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or, either (i) the Company's latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended ("Securities Act") that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (ii) the Company's effective
Registration Statement on Form 10 or Form 10-SB filed under the Exchange Act
containing audited financial statements for the Company's latest fiscal year.

             2. All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.

             All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to the Registration Statement which indicates that
all shares of common stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by
reference in the Registration Statement and to be a part thereof from the date
of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES

             Under the Company's Certificate of Incorporation, the authorized
capital stock of the Company consists of 60 million shares, of which 50 million
shares are Common Stock and 10 million shares are preferred stock. As of
September 16, 1996, the Company had outstanding 4,175,118 shares of Common Stock
and 118,750 shares of Series A Preferred Stock, 300,000 shares of Series B
Preferred Stock, and 200,000 shares of Series C Preferred Stock held of record
by 14 persons. The Company has reserved 495,433 shares to be issued hereby,
331,905 shares for issuance upon exercise of outstanding options, 666,666 shares
for issuance upon exercise of warrants, and 708,690 shares for issuance upon
conversion of the Series A and Series B Preferred Stock.

             The following summary description of the securities of the Company
is qualified in its entirety by reference to the Certificate of Incorporation, a
copy of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.

COMMON STOCK

             The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to stockholders of the
Company. The holders of Common Stock have the sole right to vote, except as
otherwise provided by law or by the Company's Certificate, including provisions
governing any preferred stock. The Common Stock does not have any cumulative
voting, preemptive, subscription or conversion rights. Election of directors and
other general shareholder action requires the affirmative vote of a majority of
shares represented at a meeting in which a quorum is represented. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, upon payment therefor as contemplated herein, validly issued,
fully paid and non-assessable.

             Subject to the rights of any outstanding shares of preferred stock,
the holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available therefor. In
the event of liquidation, dissolution or winding up of the affairs of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment or provision for all
liabilities and any preferential liquidation rights of any preferred stock then
outstanding.

                                      II-1

PREFERRED STOCK

             The Board of Directors is authorized, without action by the holders
of the Common Stock, to provide for the issuance of the preferred stock in one
or more series, to establish the number of shares to be included in each series
and to fix the designations, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions thereof.
This includes, among other things, voting rights, conversion privileges,
dividend rates, redemption rights, sinking fund provisions and liquidation
rights which shall be superior to the Common Stock. The issuance of one or more
series of the preferred stock could adversely affect the voting power of the
holders of the Common Stock and could have the effect of discouraging or making
more difficult any attempt by a person or group to attain control of the
Company. The Company has no present plans to issue any additional shares of
preferred stock.

             SERIES A PREFERRED STOCK. In April 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 200,000 shares of series A
cumulative preferred stock ("Series A Preferred Stock"). In April 1996, an
aggregate of 100,000 shares of Series A Preferred Stock were issued with an
aggregate stated value of $400,000 to Mr. Hollenbeck and an aggregate of 18,750
shares of Series A Preferred Stock were issued to an unaffiliated third party.
The Series A Preferred Stock has a liquidation preference of $4 per share, plus
any accrued unpaid dividends, is redeemable by the Company at a redemption price
of $4 per share, plus accrued unpaid dividends to the date of redemption, after
October 1, 1996 the holder can force redemption by the Company upon the same
redemption terms that the Company possesses, and does not have any voting
rights. The shares of Series A Preferred Stock are convertible into shares of
Common Stock at the lessor or (i) $1.50 or (ii) 84% of the closing bid price on
the day prior to conversion (subject to adjustment).

             SERIES B PREFERRED STOCK. In April 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 300,000 shares of series B
cumulative preferred stock ("Series B Preferred Stock"). In April 1996, an
aggregate of 300,000 shares of Series B Preferred Stock were issued with an
aggregate stated value of $600,000. The Series B Preferred Stock has a
liquidation preference of $2 per share, plus any accrued unpaid dividends, is
redeemable by the Company at a redemption price of $2 per share, plus accrued
unpaid dividends to the date of redemption, and does not have any voting rights.
The shares of Series B Preferred Stock are convertible by the holders in shares
of Common Stock at the lesser of (i) $2.00 or (ii) 84% of the closing bid price
on the day prior to conversion (subject to adjustment). The shares of Series B
Preferred Stock automatically convert, at the above referenced conversion rate,
into shares of Common Stock in April 1998.

             SERIES C PREFERRED STOCK. In March 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 500,000 shares of series C
cumulative preferred stock ("Series C Preferred Stock"). Effective March 1996,
an aggregate of 200,000 shares of Series C Preferred Stock were issued with an
aggregate stated value of $700,000. The Series C Preferred Stock has a
liquidation preference of $3.50 per share, plus any accrued unpaid dividends, is
redeemable by the Company at a redemption price of $3.50 per share, plus accrued
unpaid dividends to the date of redemption, and does not have any voting rights.
After December 15, 1997, the shares of Series C Preferred Stock are convertible
by the holders in shares of Common Stock at the rate of 84% of the closing bid
price on the day prior to conversion (subject to adjustment).

WARRANTS

             There are warrants outstanding authorizing the holders to purchase
an aggregate of 666,666 shares of Common Stock, currently exercisable and
expiring between one and eight years from the date of this Prospectus at
exercise prices between $1.00 and $9.00.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

             A. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a

                                      II-2

director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

             B. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

             C. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (A) and (B), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

             D. Any indemnification under subsections (A) and (B) (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (A) and (B). Such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.

             E. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by the Certificate of Incorporation. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

             F. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

             G. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the Certificate of Incorporation.

                                      II-3

             H. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

ITEM 8.      EXHIBITS

             The following exhibits are filed as part of this Registration
Statement:

                      4.1(1)          Form of specimen Common Stock

                      5.1(2)          Opinion Regarding Legality

                     10.1(2)          Consulting Agreement of Arthur Prieston

                     24.1(2)          Consent of Comiskey & Company, P.C.

                     24.2(2)          Consent of Brewer & Pritchard, P.C. 
                                      (Contained in Exhibit 5.1)
- ---------------------
(1)      The information required by this exhibit is incorporated by reference
         to the exhibits filed in connection with the Company's Registration
         Statement on Form SB-2 (Commission File No. 333-05599)

(2)      Filed herewith.

ITEM 9.      UNDERTAKINGS

             (a)     The undersigned registrant hereby undertakes:

                     (1)     To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:

                             i.       To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933;

                             ii.      To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement; and

                             iii.     To include any additional or changed
                                      material information with respect to the
                                      plan of distribution.

                     (2)     That, for the purpose of determining any liability
                             under the Securities Act of 1933, each such
                             post-effective amendment shall be deemed to be a
                             new registration statement relating to the
                             securities offered therein, and the offering of
                             such securities at that time shall be deemed to be
                             the initial BONA FIDE offering thereof.

                     (3)     To remove from registration by means of a
                             post-effective amendment any of the securities
                             being registered which remain unsold at the
                             termination of the offering.

             (b) The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

                                      II-4

             (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Delray, State of Florida, on the 16th day of
September, 1996.

                                Westmark Group Holdings, Inc.

                                By /s/ MARK SCHAFTLEIN
                                       Mark Schaftlein,  
                                       Chief Operating Officer and Director

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

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

SIGNATURE                                 TITLE                    DATE
- ---------                                 -----                    ----
/s/ MARK SCHAFTLEIN           Director, Chief Operating       September 16, 1996
    Mark Schaftlein           Officer and Chief Financial
                              Officer (Principal Financial
                              and Accounting officer)

/s/ NORMAN J. BIRMINGHAM      Director                        September 16, 1996
    Norman J. Birmingham