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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 March 31, 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 84-1349552
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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 March 31, 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 March 31, 1997
and December 31, 1996 3
Statements of Operations, Three Months
Ended March 31, 1997 4
Statements of Cash Flows, Three Months
Ended March 31, 1997 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Conditions and Results of
Operations 6
Part II. Other Information 7
Signatures 7
2
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WALNUT CAPITAL, INC.
BALANCE SHEETS
(Unaudited)
ASSETS
March 31 December 31
1997 1996
Current Assets
Cash $ 652 $ 904
Total Current Assets 652 904
Organization costs, net of amortization 212 225
Total Assets $ 864 $ 1,129
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,168 $ 228
Total Current Liabilities 1,168 228
Stockholders' Equity:
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 (12,804) (11,599)
Total Stockholders' Equity (304) 901
Total Liabilities and
Stockholders' Equity $ 864 $ 1,129
The accompanying notes are an integral part of the financial statements.
3
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WALNUT CAPITAL, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 1997
Revenues $ -
Operating Expenses:
Professional fees 1,168
Other 36
Total Operating Expenses 1,204
Net Loss $ (1,204)
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.
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, 1997
Cash Flows Operating Activities:
Net (loss) $ (1,204)
Amortization 13
Increase in accounts payable 939
Net Cash (Used in) Operating
Activities (252)
Cash Flows from Investing Activities -
Cash Flows from Financing Activities -
(Decrease) in Cash (252)
Cash, Beginning of Period 904
Cash, End of Period $ 652
Interest Paid $ -
Income Taxes Paid $ -
The accompanying notes are an integral part of the financial statements.
5
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WALNUT CAPITAL, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 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 March 31, 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 March 31, 1997, the Company had no material commitments for capital
expenditures.
6
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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: June 4, 1997 By:/s/ Timothy J. Brasel
Timothy J. Brasel
President
7
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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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 652
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 652
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 864
<CURRENT-LIABILITIES> 1,168
<BONDS> 0
<COMMON> 125
0
0
<OTHER-SE> (179)
<TOTAL-LIABILITY-AND-EQUITY> 864
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,204
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,204)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,204)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
