<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission File Number: 0-21275
WALNUT CAPITAL, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 84-1349553
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 460363, Aurora, Colorado 80046
----------------------------------------------------------
(Address of principal executive offices including zip code)
(303) 690-6787
--------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
As of September 30, 1997, 1,250,000 shares of common stock, $.0001 par value
per share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes__ No X
<PAGE>
INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of September 30, 1997
and December 31, 1996 3
Statement of Operations, Three Months
Ended September 30, 1997 4
Statement of Operations, Nine Months
Ended September 30, 1997 5
Statement of Cash Flows, Three Months
Ended September 30, 1997 6
Statement of Cash Flows, Nine Months
Ended September 30, 1997 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 8
Part II. Other Information 9
2
<PAGE>
WALNUT CAPITAL, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
September 30 December 31
1997 1996
---------- ----------
Current Assets
Cash $ 94 $ 904
---------- ----------
Total Current Assets 94 904
Organization costs, net of amortization 187 225
---------- ----------
Total Assets $ 281 $ 1,129
---------- ----------
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 3,623 $ 228
---------- ----------
Total Current Liabilities 3,623 228
---------- ----------
Stockholders' (Deficit):
Preferred Stock, $.0001 par value,
5,000,000 shares authorized
none issued and outstanding - -
Common Stock, $.0001 par value,
100,000,000 shares authorized
1,250,000 shares issued and
outstanding 125 125
Additional paid-in capital 14,875 12,375
Accumulated deficit (18,342) (11,599)
---------- ----------
Total Stockholders' (Deficit) (3,342) 901
---------- ----------
Total Liabilities and Stockholders' (Deficit) $ 281 $ 1,129
---------- ----------
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
WALNUT CAPITAL, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended September 30, 1997
Revenues $ -
----------
Operating Expenses:
Professional fees 3,624
Other 346
----------
Total Operating Expenses 3,970
----------
Net Loss $ (3,970)
----------
Per Share $ nil
----------
Weighted Average Number of Shares
Outstanding 1,250,000
----------
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
WALNUT CAPITAL, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Nine Months Ended September 30, 1997
Revenues $ -
----------
Operating Expenses:
Professional fees 5,890
Other 853
----------
Total Operating Expenses 6,743
----------
Net Loss $ (6,743)
----------
Per Share $ nil
----------
Weighted Average Number of Shares
Outstanding 1,250,000
----------
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
WALNUT CAPITAL, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended September 30, 1997
Cash Flows Operating Activities:
Net (loss) $ (3,970)
Amortization 12
Increase in accounts payable 1,358
----------
Net Cash (Used in) Operating
Activities (2,600)
----------
Cash Flows from Investing Activities -
----------
Cash Flows from Financing Activities
Increase in additional paid-in capital 2,500
----------
Net Cash Provided by Financing Activities 2,500
----------
(Decrease) in Cash (100)
Cash, Beginning of Period 194
----------
Cash, End of Period $ 94
----------
Interest Paid $ -
----------
Income Taxes Paid $ -
----------
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
WALNUT CAPITAL, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30, 1997
Cash Flows Operating Activities:
Net (loss) $ (6,743)
Amortization 37
Increase in accounts payable 3,396
----------
Net Cash (Used in) Operating
Activities (3,310)
----------
Cash Flows from Investing Activities -
----------
Cash Flows from Financing Activities
Increase in additional paid-in capital 2,500
----------
Net Cash Provided by Financing Activities 2,500
----------
(Decrease) in Cash (810)
Cash, Beginning of Period 904
----------
Cash, End of Period $ 94
----------
Interest Paid $ -
----------
Income Taxes Paid $ -
----------
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
WALNUT CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1997 (Unaudited)
(1) Condensed Financial Statements
The financial statements included herein have been prepared by Walnut Capital,
Inc. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Walnut Capital, Inc. believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with
the December 31, 1996 audited financial statements and the accompanying notes
thereto. While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Walnut Capital, Inc. later in the year.
The management of Walnut Capital, Inc. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Walnut Capital, Inc. (the "Company") was organized as a Colorado corporation
on June 14, 1996, in order to evaluate, structure and complete a merger with,
or acquisition of, prospects consisting of private companies, partnerships of
sole proprietorships. The Company may seek to acquire a controlling interest
in such entities in contemplation of later completing an acquisition. The
Company is not limited to any operation or geographic area in seeking out
opportunities. Management has not identified any particular business or
industry within which the Company will seek an acquisition or merger. The
Company has not conducted, nor have others made available to it, market
research supporting the viability of the Company's proposed operations.
The Company generated no revenues during the quarter ended September 30, 1997,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.
The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.
At September 30, 1997, the Company had no material commitments for capital
expenditures.
8
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. None.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WALNUT CAPITAL, INC.
Date: December 17, 1997 By: /s/ Timothy J. Brasel
Timothy J. Brasel
President
9
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited balance sheets and unaudited statements of operations found on pages
3 and 4 of the Company's Form 10-QSB for the year to date, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 94
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 94
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 281
<CURRENT-LIABILITIES> 3,623
<BONDS> 0
<COMMON> 125
0
0
<OTHER-SE> (3,217)
<TOTAL-LIABILITY-AND-EQUITY> 281
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,970
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,970)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,970)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
