10QSB

                 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.
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Nevada                                        84-1349552
- ----------------------------                ---------------------------------
(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 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

                              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

                       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

                       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

                       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

                       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

                    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

                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
- -------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically

EX-27

 

<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.

<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
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          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