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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 June 30, 1997
Commission File Number: 0-21275
WALNUT CAPITAL, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 84-1349553
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(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 460363, Aurora, Colorado 80046
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(Address of principal executive offices including zip code)
(303) 690-6787
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(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 June 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
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INDEX
Page
Number
Part I. Financial Information
Item I. Financial Statements
Balance Sheets as of June 30, 1997
and December 31, 1996 3
Statement of Operations, Three Months
Ended June 30, 1997 4
Statement of Operations, Six Months
Ended June 30, 1997 5
Statement of Cash Flows, Three Months
Ended June 30, 1997 6
Statement of Cash Flows, Six Months
Ended June 30, 1997 7
Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 9
Part II. Other Information 9
2
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WALNUT CAPITAL, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
June 30 December 31
1997 1996
Current Assets
Cash $ 194 $ 904
Total Current Assets 194 904
Organization costs, net of amortization 200 225
Total Assets $ 394 $ 1,129
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable $ 2,266 $ 228
Total Current Liabilities 2,266 228
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 12,375 12,375
Accumulated deficit (14,372) (11,599)
Total Stockholders' (Deficit) (1,872) 901
Total Liabilities and Stockholders' (Deficit) $ 394 $ 1,129
The accompanying notes are an integral part of the financial statements.
3
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WALNUT CAPITAL, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended June 30, 1997
Revenues $ -
Operating Expenses:
Professional fees 1,098
Other 471
Total Operating Expenses 1,569
Net Loss $ (1,569)
Per Share $ nil
Weighted Average Number of Shares
Outstanding 1,250,000
The accompanying notes are an integral part of the financial statements.
4
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WALNUT CAPITAL, INC.
STATEMENT OF OPERATIONS
(Unaudited)
Six Months Ended June 30, 1997
Revenues $ -
Operating Expenses:
Professional fees 2,266
Other 507
Total Operating Expenses 2,773
Net Loss $ (2,773)
Per Share $ nil
Weighted Average Number of Shares
Outstanding 1,250,000
The accompanying notes are an integral part of the financial statements.
5
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WALNUT CAPITAL, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended June 30, 1997
Cash Flows Operating Activities:
Net (loss) $ (1,569)
Amortization 13
Increase in accounts payable 1,098
Net Cash (Used in) Operating
Activities (458)
Cash Flows from Investing Activities -
Cash Flows from Financing Activities -
(Decrease) in Cash (458)
Cash, Beginning of Period 652
Cash, End of Period $ 194
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
6
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WALNUT CAPITAL, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, 1997
Cash Flows Operating Activities:
Net (loss) $ (2,773)
Amortization 25
Increase in accounts payable 2,038
Net Cash (Used in) Operating
Activities (710)
Cash Flows from Investing Activities -
Cash Flows from Financing Activities -
(Decrease) in Cash (710)
Cash, Beginning of Period 904
Cash, End of Period $ 194
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
7
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WALNUT CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
June 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.
8
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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 June 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 June 30, 1997, the Company had no material commitments for capital
expenditures.
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: August 26, 1997 By: /s/ Timothy J. Brasel
Timothy J. Brasel
9
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited
condensed consolidated balance sheets and unaudited condensed consolidated
statements of income 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 194
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 194
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 394
<CURRENT-LIABILITIES> 2,266
<BONDS> 0
<COMMON> 125
0
0
<OTHER-SE> (1,747)
<TOTAL-LIABILITY-AND-EQUITY> 394
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,773)
<INCOME-TAX> 0
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