##### Table of Contents









U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 1999

Commission file number: 0-22247

STOCKWALK.COM GROUP, INC.

(Exact name of Registrant as specified in its
charter)


|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|MINNESOTA                                                       |  | 41-1756256                           
|(State or other jurisdiction
	of incorporation or organization) |  | (IRS Employer
	Identification Number)

5500 WAYZATA BOULEVARD, SUITE 800, MINNEAPOLIS, MN 55416

(Address of principal executive offices)


(612) 542-6000

(Issuers telephone number)


Stockwalk.com Group, Inc.

5500 Wayzata Boulevard, Suite 800


Minneapolis, MN 55416


Check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 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 
[   ]

State the number of shares outstanding of each of the
issuers classes of common stock, as of the last practicable
 date:

|                                   |  |                                                     
|---------------------------------- |  | ----------------------------------------------------
|                                  
|                                  
|                                  
|                                  
|Class:Common Stock, $.04 par value |  | Outstanding as of January 31, 2000:19,807,827 shares



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TABLE OF CONTENTS



|                                                                                      |  |  |  |  |  |  |  | 
|------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION                             
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                                      
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                      
|NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                 
|PRO-FORMA STATEMENT OF FINANCIAL CONDITION                                           
|PRO-FORMA STATEMENTS OF OPERATIONS                                                   
|PRO-FORMA STATEMENTS OF OPERATIONS                                                   
|PRO-FORMA STATEMENTS OF OPERATIONS                                                   
|Adjustment Notes to Unaudited Pro-forma Financial Statements                         
|MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



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STOCKWALK.COM GROUP, INC.

INDEX TO QUARTERLY REPORT FORM 10-Q

|                               |  |                                                                                        |  |      |       | 
|------------------------------ |  | -------------------------------------------------------------------------------------- |  | ---- | ----- | 
|                               |  |                                                                                        |  | Page
|                               |  |                                                                                        |  |     
|                              
|                              
|                              
|                              
|PART I  FINANCIAL INFORMATION |  |                                                                                        |  |     
|Item  1.                       |  | Condensed Consolidated Financial Statements (Unaudited)                                |  |      |       | 
|                               |  | Condensed Consolidated Statements of Financial
	Condition                              |  |      | 3     | 
|                               |  | December 31, 1999 and March 31, 1999                                                   |  |      |       | 
|                               |  | Condensed Consolidated Statements of Operations:                                       |  |      | 4     | 
|                               |  | Three and Nine Months Ended December 31, 1999
	and December 31, 1998                   |  |      |       | 
|                               |  | Condensed Consolidated Statements of Cash Flows:                                       |  |      | 5     | 
|                               |  | Nine Months Ended December 31, 1999 and
	December 31, 1998                             |  |      |       | 
|                               |  | Notes to Condensed Consolidated Financial Statements:                                  |  |      | 6-12  | 
|Item  2.                       |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations |  |      | 13-17 | 
|                              
|                              
|                              
|                              
|PART II  OTHER INFORMATION    |  |                                                                                        |  |     
|Item  1.                       |  | Legal Proceedings                                                                      |  |      |       | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company is a defendant in various actions relating to its
	business, some of which involve claims for unspecified amounts.
	Although the ultimate resolution of these matters cannot be
	predicted with certainty, in managements opinion, while
	their outcome may have a material effect on the earnings in a
	particular period, the outcome will not have a material adverse
	effect on the consolidated financial condition of the Company.

|         |  |                                                                 |  |  |  | 
|-------- |  | --------------------------------------------------------------- |  |  |  | 
|Item  2. |  | Changes in Securities  None                                    |  |  |  | 
|Item  3. |  | Defaults on Senior Securities  None                            |  |  |  | 
|Item  4. |  | Submission of Matters to a Vote of Security Holders 
	None     |  |  |  | 
|Item  5. |  | Other Information                                               |  |  |  | 
|         |  | Acquisition of M-One Investment Securities, Inc. 
	Exhibit 2.1 |  |  |  | 
|Item  6. |  | Exhibits and Reports on Form 8-K                                |  |  |  | 

| |  |                    |      |              |  |                                                                                 |  |  |  |  |  | 
| |  | ------------------ | ---- | ------------ |  | ------------------------------------------------------------------------------- |  |  |  |  |  | 
| |  | a.) Exhibit Number |      | Description: |  |                                                                                
| |  |                    | 2.1  |              |  | Asset Purchase Agreement of M-One Investment Securities, dated August 24, 1999  |  |  |  | 
| |  |                    | 10.1 |              |  | Amendment to Employment Agreement  Robert J. Vosburgh, dated November 12, 1999 |  |  |  | 
| |  |                    | 27.1 |              |  | Financial Data Schedule                                                         |  |  |  | 
| |  |                    | 99.1 |              |  | Cautionary Statements                                                           |  |  |  | 

| |  |                               
| |  | ------------------------------
| |  | b.) Reports on Form 8-K  None

2



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##### Table of Contents



STOCKWALK.COM GROUP, INC.






CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


(Unaudited)


|                                                         |                               |                                                                |             |                |         |   |             |  |         | 
|-------------------------------------------------------- | ----------------------------- | -------------------------------------------------------------- | ----------- | -------------- | ------- | - | ----------- |  | ------- | 
|                                                         |                               |                                                                |             | Pro-forma     
|                                                         |                               | December 31, 1999                                              |             | March 31, 1999
|                                                         |                               |                                                                |             |               
|Assets                                                   |                               |                                                                |             |                |         |   |             | 
|                                                        
|                                                        
|                                                        
|                                                        
|Cash                                                     |                               | $                                                              | 3,555,500   |                |         | $ | 5,294,900   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Cash and investments  segregated                        |                               |                                                                | 100,434,900 |                |         |   | 73,130,500  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Receivables from customers                               |                               |                                                                | 163,471,300 |                |         |   | 139,910,800 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Receivables from brokers and dealers                     |                               |                                                                | 94,519,700  |                |         |   | 69,616,700  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Receivables from clearing organizations                  |                               |                                                                | 446,300     |                |         |   | 733,600     | 
|                                                        
|                                                        
|                                                        
|                                                        
|Trading securities owned, at market                      |                               |                                                                | 30,809,600  |                |         |   | 15,883,500  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Secured demand notes receivable                          |                               |                                                                | 16,800,000  |                |         |   | 9,675,000   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Furniture and equipment                                  |                               |                                                                | 1,325,700   |                |         |   | 2,201,700   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Other assets                                             |                               |                                                                | 15,905,500  |                |         |   | 8,655,000   | 
|                                                         |                               |                                                                |             |                |         |   |             | 
|Total Assets                                             |                               | $                                                              | 427,268,500 |                |         | $ | 325,101,700 | 
|                                                         |                               |                                                                |             |                |         |   |             | 
|Liabilities                                              |                               |                                                                |             |                |         |   |             | 
|                                                        
|                                                        
|                                                        
|                                                        
|Short-term borrowings                                    |                               | $                                                              | 34,100,000  |                |         | $ | 33,900,000  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Payables to customers                                    |                               |                                                                | 243,524,900 |                |         |   | 203,313,800 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Payables to brokers and dealers                          |                               |                                                                | 92,076,500  |                |         |   | 43,388,600  | 
|                                                        
|                                                        
|                                                        
|                                                        
|Payables to clearing organizations                       |                               |                                                                | 11,435,500  |                |         |   | 9,975,000   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Trading securities sold but not yet purchased, at market |                               |                                                                | 755,600     |                |         |   | 812,200     | 
|                                                        
|                                                        
|                                                        
|                                                        
|Notes payable                                            |                               |                                                                | 4,852,700   |                |         |   | 4,538,100   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Liabilities subordinated to claims of general creditors  |                               |                                                                | 16,800,000  |                |         |   | 9,675,000   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Other liabilities                                        |                               |                                                                | 12,308,000  |                |         |   | 9,762,300   | 
|                                                         |                               |                                                                |             |                |         |   |             | 
|Total Liabilities                                        |                               | $                                                              | 415,853,200 |                |         | $ | 315,365,000 | 
|                                                         |                               |                                                                |             |                |         |   |             | 
|Shareholders Equity:                                    |                               |                                                                |             |                |         |   |             | 
|                                                         | Common stock, $.04 par value; |                                                                |             |                |         |   |             |  |        
|                                                         |                               | Authorized shares: 50,000,000                                  |             |                |         |   |             |  |         | 
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |                               | Issued and outstanding December 19,792,327; March 
	19,202,371 |             |                | 791,700 |   |             |  | 768,100 | 
|                                                        
|                                                        
|                                                        
|                                                        
|Paid-in capital                                          |                               |                                                                | 13,874,600  |                |         |   | 8,920,000   | 
|                                                        
|                                                        
|                                                        
|                                                        
|Retained earnings                                        |                               |                                                                | (3,251,000  | )              |         |   | 48,600      | 
|                                                         |                               |                                                                |             |                |         |   |             | 
|Total Shareholders Equity                               |                               | $                                                              | 11,415,300  |                |         | $ | 9,736,700   | 
|                                                         |                               |                                                                |             |                |         |   |             | 
|Total Liabilities & Shareholders Equity                 |                               | $                                                              | 427,268,500 |                |         | $ | 325,101,700 | 
|                                                         |                               |                                                                |             |                |         |   |             | 

See accompanying notes to the financial statements.

3



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##### Table of Contents



STOCKWALK.COM GROUP, INC.






CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)


|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |            | 
|--------------------------------------------- | ---------------------------------- | ------------------ | ---------- | ----------------- |  | --------- | ---------- | --------- |  | - | ---------- | ---------- |  | - | ---------- | ---------- | 
|                                              |                                    |                    |            |                  
|                                              |                                    | Three months ended |            | Nine months ended
|                                              |                                    | December 31,       |            | December 31,     
|                                              |                                    |                    |            |                  
|                                              |                                    |                    |            | Pro-forma         |  | Pro-forma |            | Pro-forma
|                                              |                                    | 1999               |            | 1998              |  | 1999      |            | 1998     
|                                              |                                    |                    |            |                   |  |           |            |          
|Revenues:                                     |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|                                              | Trading profits                    |                    | $          | 3,949,700         |  |           | $          | 4,688,600 |  |   | $          | 9,146,400  |  |   | $          | 11,655,700 | 
|                                              | Interest                           |                    |            | 5,514,900         |  |           |            | 3,631,000 |  |   |            | 13,941,000 |  |   |            | 11,638,500 | 
|                                              | Commissions                        |                    |            | 3,494,000         |  |           |            | 2,279,100 |  |   |            | 8,282,100  |  |   |            | 7,063,400  | 
|                                              | Investment banking                 |                    |            | 1,844,300         |  |           |            | 1,812,400 |  |   |            | 6,938,100  |  |   |            | 6,013,400  | 
|                                              | Clearing fees                      |                    |            | 1,411,100         |  |           |            | 735,200   |  |   |            | 3,470,900  |  |   |            | 2,118,700  | 
|                                              | Other income                       |                    |            | 1,257,800         |  |           |            | 869,400   |  |   |            | 2,789,400  |  |   |            | 3,069,600  | 
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Total Revenues                                |                                    | $                  | 17,471,800 |                   |  | $         | 14,015,700 |           |  | $ | 44,567,900 |            |  | $ | 41,559,300 |           
|                                             
|                                             
|                                             
|                                             
|Expenses:                                     |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|                                              | Employee compensation and benefits |                    | $          | 8,439,200         |  |           | $          | 6,642,200 |  |   | $          | 22,648,800 |  |   | $          | 19,536,800 | 
|                                              | Clearing fees                      |                    |            | 869,700           |  |           |            | 820,300   |  |   |            | 2,428,300  |  |   |            | 2,115,100  | 
|                                              | Occupancy and equipment            |                    |            | 1,423,700         |  |           |            | 882,200   |  |   |            | 3,363,900  |  |   |            | 2,648,600  | 
|                                              | Communication                      |                    |            | 2,139,600         |  |           |            | 1,245,100 |  |   |            | 5,321,000  |  |   |            | 3,805,900  | 
|                                              | Interest                           |                    |            | 4,485,400         |  |           |            | 2,880,900 |  |   |            | 10,718,200 |  |   |            | 9,006,000  | 
|                                              | Other expense                      |                    |            | 1,897,000         |  |           |            | 661,100   |  |   |            | 5,654,300  |  |   |            | 2,248,100  | 
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Total Expenses                                |                                    | $                  | 19,254,600 |                   |  | $         | 13,131,800 |           |  | $ | 50,134,500 |            |  | $ | 39,360,500 |           
|Income (loss) before income taxes             |                                    |                    | (1,782,800 | )                 |  |           | 883,900    |           |  |   | (5,566,600 | )          |  |   | 2,198,800  |           
|Income tax (expense) benefit                  |                                    |                    | 786,800    |                   |  |           | (366,300   | )         |  |   | 2,267,000  |            |  |   | (798,300   | )         
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Net Income (loss)                             |                                    | $                  | (996,000   | )                 |  | $         | 517,600    |           |  | $ | (3,299,600 | )          |  | $ | 1,400,500  |           
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Net Income (loss) per common share  basic    |                                    | $                  | (0.05      | )                 |  | $         | 0.03       |           |  | $ | (0.17      | )          |  | $ | 0.07       |           
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Weighted average shares outstanding  basic   |                                    |                    | 19,764,400 |                   |  |           | 19,268,500 |           |  |   | 19,534,600 |            |  |   | 19,316,000 |           
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Net Income (loss) per common share  diluted  |                                    | $                  | (0.05      | )                 |  | $         | 0.03       |           |  | $ | (0.17      | )          |  | $ | 0.07       |           
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           
|Weighted average shares outstanding  diluted |                                    |                    | 19,905,300 |                   |  |           | 19,268,500 |           |  |   | 19,675,300 |            |  |   | 19,316,000 |           
|                                              |                                    |                    |            |                   |  |           |            |           |  |   |            |            |  |   |            |           

See accompanying notes to the financial statements.

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##### Table of Contents



STOCKWALK.COM GROUP, INC.






CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


|                                                                                       |                                                              |                   |            |              |   |   |             |             |  
|-------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ----------------- | ---------- | ------------ | - | - | ----------- | ----------- | -
|                                                                                       |                                                              |                  
|                                                                                       |                                                              | Nine months ended
|                                                                                       |                                                              |                  
|                                                                                       |                                                              | December 31,      |            | December 31,
|                                                                                       |                                                              | Pro-forma         |            | Pro-forma   
|                                                                                       |                                                              | 1999              |            | 1998        
|                                                                                       |                                                              |                   |            |             
|Operating Activities                                                                   |                                                              |                   |            |              |   |   |             |            
|Net income (loss)                                                                      |                                                              | $                 | (3,299,600 | )            |   | $ | 1,400,500   |            
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Adjustments to reconcile net income (loss) to net cash used for
	operating activities: |                                                              |                   |            |              |   |   |             |            
|                                                                                       | Depreciation and amortization                                |                   |            | 715,700      |   |   |             | 740,100     |  
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Changes in assets and liabilities:                                                     |                                                              |                   |            |              |   |   |             |            
|                                                                                       | Cash and investments segregated                              |                   |            | (27,304,400  | ) |   |             | 12,405,600  |  
|                                                                                       | Customer receivables and payables                            |                   |            | 16,650,600   |   |   |             | 15,423,500  |  
|                                                                                       | Broker and dealer receivables and payables                   |                   |            | 23,784,900   |   |   |             | (10,118,900 | )
|                                                                                       | Clearing organization receivables and payables               |                   |            | 1,747,800    |   |   |             | (18,305,100 | )
|                                                                                       | Trading securities and securities sold but not yet purchased |                   |            | (14,982,700  | ) |   |             | (19,140,900 | )
|                                                                                       | Other assets and liabilities                                 |                   |            | (4,882,100   | ) |   |             | 4,214,600   |  
|                                                                                       |                                                              |                   |            |              |   |   |             |            
|Net cash used for operating activities                                                 |                                                              | $                 | (7,569,800 | )            |   | $ | (13,380,600 | )          
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Investing activities                                                                   |                                                              |                   |            |              |   |   |             |            
|(Purchase) sale of equipment and office furniture                                      |                                                              | $                 | 337,600    |              |   | $ | (360,400    | )          
|                                                                                       |                                                              |                   |            |              |   |   |             |            
|Net cash provided by (used for) investing activities                                   |                                                              | $                 | 337,600    |              |   | $ | (360,400    | )          
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Financing activities                                                                   |                                                              |                   |            |              |   |   |             |            
|Increase in short-term borrowings                                                      |                                                              | $                 | 200,000    |              |   | $ | 17,700,000  |            
|Net payments on notes payable                                                          |                                                              |                   | 314,600    |              |   |   | (4,233,100  | )          
|Issuance of capital                                                                    |                                                              |                   | 4,978,200  |              |   |   | 386,000     |            
|                                                                                       |                                                              |                   |            |              |   |   |             |            
|Net cash provided by financing activities                                              |                                                              | $                 | 5,492,800  |              |   | $ | 13,852,900  |            
|                                                                                      
|Net increase (decrease) in cash and cash equivalents                                   |                                                              |                   | (1,739,400 | )            |   |   | 111,900     |            
|Cash at beginning of period                                                            |                                                              |                   | 5,294,900  |              |   |   | 5,264,300   |            
|                                                                                       |                                                              |                   |            |              |   |   |             |            
|Cash at end of period                                                                  |                                                              | $                 | 3,555,500  |              |   | $ | 5,376,200   |            
|                                                                                       |                                                              |                   |            |              |   |   |             |            

See accompanying notes to the financial statements.

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##### Table of Contents



STOCKWALK.COM GROUP, INC.






NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.  Description of Business

A subsidiary of Stockwalk.com Group, Inc. f/k/a NM Holdings,
 Inc. merged with MJK Holdings Inc. on July 7, 1999. NM
Holdings Inc. sold its nutrition business in December 1998 and
had no remaining active business operations. Based in
Minneapolis, Minnesota, Stockwalk.com Group, Inc, principal
assets are Miller, Johnson, & Kuehn Incorporated (MJKI), a
full-service brokerage, and Stockwalk.com, Inc., an online
securities brokerage company. Both subsidiary companies are
members of the National Association of Securities Dealers (NASD)
and the Securities Investors Protection Corporation (SIPC).

2.  Managements Interim Financial Statement
Representation

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. In the opinion of management, all
adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation have been included.
Although the Company believes that the disclosures are adequate
to make the information presented not misleading, it is suggested
 that these condensed financial statements be read in conjunction
 with the audited financial statements and the notes thereto
included in the Companys latest annual financial statements
 included in the July 6, 1999 Proxy Statement.

3.  Company Pro-forma Financial Information

These Pro-forma financial statements are presented as a
combination of the respective statements of MJK Holdings and NM
Holdings for the periods shown, and have been prepared pursuant
to the rules and Regulations of the SEC and, therefore, do not
include all information and notes required by generally accepted
accounting principles for complete financial statements. The
Pro-forma financial statements and the related notes are not
necessarily indicative of the balance sheet and statements of
operations that would have been reported had the merger of NM
Holdings occurred on the dates indicated, nor do they represent a
 forecast of the financial position at any future period.

The following tables set forth the unaudited pro forma financial
information of the Company (the Pro Forma Financial
Statements), which consist of: (i) the unaudited
Statement of Financial Condition of the Company as of
March 31, 1999, giving effect to the merger of NM Holdings
on such date, (ii) the unaudited pro forma statement of
operations of the Company for the quarter December 31, 1998
giving effect to the merger of NM Holdings as if such transaction
 had occurred on April 1, 1997, and (iii) the unaudited
 pro-forma statements of operations of the Company for nine
months ended December 31, 1999 and 1998 giving effect to the
 merger of NM Holdings as if such transactions had occurred on
April 1, 1997.

6



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STOCKWALK.COM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3.  Company Pro-forma Financial
Information  Continued

STOCKWALK.COM GROUP, INC.






PRO-FORMA STATEMENT OF FINANCIAL CONDITION


March 31, 1999


(Unaudited)


|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |         | 
|------------------------------------------------------- | ---------------------------------------- | ------------ | ----------- | ----------- |  | ----------- | ---------- | --------- |  | - | ---------- | ---------- | --------- | - | ----------- | ------- | 
|                                                        |                                          | MJK Holdings |             | NM Holdings |  | Adjustments |            | Pro-forma
|                                                        |                                          |              |             |             |  |             |            |          
|Assets                                                  |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Cash                                                    |                                          | $            | 3,200,600   |             |  | $           | 1,939,300  |           |  | $ | 155,000    |            |           | $ | 5,294,900   |        
|Cash and investments  segregated                       |                                          |              | 73,130,500  |             |  |             |            |           |  |   |            |            |           |   | 73,130,500  |        
|Receivables from customers                              |                                          |              | 139,910,800 |             |  |             |            |           |  |   |            |            |           |   | 139,910,800 |        
|Receivables from brokers and dealers                    |                                          |              | 69,616,700  |             |  |             |            |           |  |   |            |            |           |   | 69,616,700  |        
|Receivables from clearing organization                  |                                          |              | 733,600     |             |  |             |            |           |  |   |            |            |           |   | 733,600     |        
|Trading securities owned, at market                     |                                          |              | 15,265,800  |             |  |             |            |           |  |   | 617,700    | (1)        |           |   | 15,883,500  |        
|Secured demand notes receivable                         |                                          |              | 9,675,000   |             |  |             |            |           |  |   |            |            |           |   | 9,675,000   |        
|Furniture and equipment, net                            |                                          |              | 2,201,000   |             |  |             | 700        |           |  |   |            |            |           |   | 2,201,700   |        
|Investments in Galagen                                  |                                          |              |             |             |  |             | 617,700    |           |  |   | (617,700   | )(1)       |           |   |            |        
|Other assets                                            |                                          |              | 8,618,800   |             |  |             | 36,200     |           |  |   |            |            |           |   | 8,655,000   |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Total Assets                                            |                                          | $            | 322,352,800 |             |  | $           | 2,593,900  |           |  | $ | 155,000    |            |           | $ | 325,101,700 |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Liabilities                                             |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Short term borrowings                                   |                                          | $            | 33,900,000  |             |  |             |            |           |  |   |            |            |           | $ | 33,900,000  |        
|Payable to customers                                    |                                          |              | 203,313,800 |             |  |             |            |           |  |   |            |            |           |   | 203,313,800 |        
|Payable to brokers and dealers                          |                                          |              | 43,388,600  |             |  |             |            |           |  |   |            |            |           |   | 43,388,600  |        
|Payable to clearing organizations                       |                                          |              | 9,975,000   |             |  |             |            |           |  |   |            |            |           |   | 9,975,000   |        
|Trading securities sold but not purchased, at market    |                                          |              | 812,200     |             |  |             |            |           |  |   |            |            |           |   | 812,200     |        
|Notes payable                                           |                                          |              | 4,538,100   |             |  |             |            |           |  |   |            |            |           |   | 4,538,100   |        
|Liabilities subordinated to claims of general creditors |                                          |              | 9,675,000   |             |  |             |            |           |  |   |            |            |           |   | 9,675,000   |        
|Other liabilities                                       |                                          |              | 9,739,000   |             |  |             | 23,300     |           |  |   |            |            |           |   | 9,762,300   |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Total Liabilities                                       |                                          | $            | 315,341,700 |             |  | $           | 23,300     |           |  | $ |           |            |           | $ | 315,365,000 |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Shareholders Equity                                    |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Common stock, $.04 par value;                           |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|                                                        | Authorized shares: 50,000,000            |              |             |             |  |             |            |           |  |   |            |            |           |   |             |         | 
|                                                        | Issued and outstanding March  19,202,371 |              |             | 42,500      |  |             |            | 49,100    |  |   |            | 676,500    | (2)(3)(4) |   |             | 768,100 | 
|Preferred stock                                         |                                          |              | 4,380,300   |             |  |             |            |           |  |   | (4,380,300 | )(2)(4)    |           |   |            |        
|Paid in capital                                         |                                          |              | 2,540,000   |             |  |             | 8,813,600  |           |  |   | (2,433,600 | )(2)(3)(4) |           |   | 8,920,000   |        
|Retained earnings                                       |                                          |              | 48,300      |             |  |             | (6,292,100 | )         |  |   | 6,292,400  | (4)        |           |   | 48,600      |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Total Shareholders Equity                              |                                          | $            | 7,011,100   |             |  | $           | 2,570,600  |           |  | $ | 155,000    |            |           |   | 9,736,700   |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        
|Total Liabilities & Shareholders Equity                |                                          | $            | 322,352,800 |             |  | $           | 2,593,900  |           |  | $ | 155,000    |            |           | $ | 325,101,700 |        
|                                                        |                                          |              |             |             |  |             |            |           |  |   |            |            |           |   |             |        

7



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##### Table of Contents



STOCKWALK.COM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Note 3.  Company Pro-forma Financial
Information  Continued




PRO-FORMA STATEMENTS OF OPERATIONS

Quarter Ended December 31, 1998


(Unaudited)


|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |           | 
|-------------------------------------------- | ------------------------------------ | ------------ | ---------- | ----------- |  | ----------- | --------- | --------- |  | - | ---------- | ---------- | ---- | - | ---------- | --------- | 
|                                             |                                      | MJK Holdings |            | NM Holdings |  | Adjustments |           | Pro-forma
|                                             |                                      |              |            |             |  |             |           |          
|Revenues                                     |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|                                             | Trading profits                      |              | $          | 4,688,600   |  |             |           |          |  |   |            |           |      |   | $          | 4,688,600 | 
|                                             | Interest                             |              |            | 3,606,500   |  |             |           | 24,500    |  |   |            |           |      |   |            | 3,631,000 | 
|                                             | Commissions                          |              |            | 2,279,100   |  |             |           |          |  |   |            |           |      |   |            | 2,279,100 | 
|                                             | Investment banking                   |              |            | 1,812,400   |  |             |           |          |  |   |            |           |      |   |            | 1,812,400 | 
|                                             | Clearing fees                        |              |            | 735,200     |  |             |           |          |  |   |            |           |      |   |            | 735,200   | 
|                                             | Sale of nutritional products         |              |            |            |  |             |           | 1,235,000 |  |   |            | (1,235,000 | )(5) |   |            |          | 
|                                             | Other income                         |              |            | 868,000     |  |             |           | 1,400     |  |   |            |           |      |   |            | 869,400   | 
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Total Revenues                               |                                      | $            | 13,989,800 |             |  | $           | 1,260,900 |           |  | $ | (1,235,000 | )          |      | $ | 14,015,700 |          
|                                            
|                                            
|                                            
|                                            
|Cost of Goods Sold                           |                                      |              |            |             |  | $           | 1,158,800 |           |  | $ | (1,158,800 | )(5)       |      |   |            |          
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Gross Profit                                 |                                      | $            | 13,989,800 |             |  | $           | 102,100   |           |  | $ | (76,200    | )          |      | $ | 14,015,700 |          
|                                            
|                                            
|                                            
|                                            
|Expenses                                     |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|                                             | Employee compensation and benefits   |              | $          | 6,642,200   |  |             |           |          |  |   |            |           |      |   | $          | 6,642,200 | 
|                                             | Clearing fees                        |              |            | 820,300     |  |             |           |          |  |   |            |           |      |   |            | 820,300   | 
|                                             | Occupancy and equipment rental       |              |            | 874,100     |  |             |           | 8,100     |  |   |            |           |      |   |            | 882,200   | 
|                                             | Communication                        |              |            | 1,245,100   |  |             |           |          |  |   |            |           |      |   |            | 1,245,100 | 
|                                             | Interest                             |              |            | 2,880,900   |  |             |           | 66,000    |  |   |            | (66,000    | )(5) |   |            | 2,880,900 | 
|                                             | Selling, general, and administrative |              |            |            |  |             |           | 266,600   |  |   |            | (266,600   | )(5) |   |            |          | 
|                                             | Research and development             |              |            |            |  |             |           | 4,400     |  |   |            | (4,400     | )(5) |   |            |          | 
|                                             | Other expense                        |              |            | 661,100     |  |             |           | 513,800   |  |   |            | (513,800   | )    |   |            | 661,100   | 
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Total Expenses                               |                                      | $            | 13,123,700 |             |  | $           | 858,900   |           |  | $ | (850,800   | )          |      | $ | 13,131,800 |          
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Income (Loss) before income taxes            |                                      |              | 866,100    |             |  |             | (756,800  | )         |  |   | 774,600    |            |      |   | 883,900    |          
|                                            
|                                            
|                                            
|                                            
|Income tax expense                           |                                      |              | (366,300   | )           |  |             |          |           |  |   |           |            |      |   | (366,300   | )        
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Net Income (Loss) from continuing operations |                                      | $            | 499,800    |             |  | $           | (756,800  | )         |  | $ | 774,600    |            |      | $ | 517,600    |          
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Gain on sale of discontinued operations      |                                      |              |            |             |  |             | 1,320,100 |           |  |   | (1,320,100 | )          |      |   |            |          
|Loss on discontinued operations              |                                      |              |            |             |  |             | (25,200   | )         |  |   | 25,200     |            |      |   |            |          
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          
|Net Income (loss)                            |                                      | $            | 499,800    |             |  | $           | 538,100   |           |  | $ | (520,300   | )          |      | $ | 517,600    |          
|                                             |                                      |              |            |             |  |             |           |           |  |   |            |            |      |   |            |          

8



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##### Table of Contents



STOCKWALK.COM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3.  Company Pro-forma Financial
Information  Continued




PRO-FORMA STATEMENTS OF OPERATIONS

Nine Months Ended December 31, 1999


(Unaudited)


|                             |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |            | 
|---------------------------- | ---------------------------------- | ------------ | ---------- | ----------- |  | ----------- | -------- | --------- | - | - | - |  |  | - | ---------- | ---------- | 
|                             |                                    | MJK Holdings |            | NM Holdings |  | Adjustments |          | Pro-forma
|                             |                                    |              |            |             |  |             |          |          
|Revenues                     |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           
|                             | Trading profits                    |              | $          | 9,304,600   |  |             | $        | (158,200  | ) |   |   |  |  |   | $          | 9,146,400  | 
|                             | Interest                           |              |            | 13,911,200  |  |             |          | 29,800    |   |   |   |  |  |   |            | 13,941,000 | 
|                             | Commissions                        |              |            | 8,282,100   |  |             |          |           |   |   |   |  |  |   |            | 8,282,100  | 
|                             | Investment banking                 |              |            | 6,938,100   |  |             |          |           |   |   |   |  |  |   |            | 6,938,100  | 
|                             | Clearing fees                      |              |            | 3,470,900   |  |             |          |           |   |   |   |  |  |   |            | 3,470,900  | 
|                             | Other income                       |              |            | 2,708,200   |  |             |          | 81,200    |   |   |   |  |  |   |            | 2,789,400  | 
|                             |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           
|Total Revenues               |                                    | $            | 44,615,100 |             |  | $           | (47,200  | )         |   | $ |  |  |  | $ | 44,567,900 |           
|                            
|                            
|                            
|                            
|Expenses                     |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           
|                             | Employee compensation and benefits |              | $          | 22,649,300  |  |             | $        | (500      | ) |   |   |  |  |   | $          | 22,648,800 | 
|                             | Clearing fees                      |              |            | 2,428,300   |  |             |          |           |   |   |   |  |  |   |            | 2,428,300  | 
|                             | Occupancy and equipment rental     |              |            | 3,364,200   |  |             |          | (300      | ) |   |   |  |  |   |            | 3,363,900  | 
|                             | Communication                      |              |            | 5,308,700   |  |             |          | 12,300    |   |   |   |  |  |   |            | 5,321,000  | 
|                             | Interest                           |              |            | 10,723,100  |  |             |          | (4,900    | ) |   |   |  |  |   |            | 10,718,200 | 
|                             | Other expense                      |              |            | 5,333,000   |  |             |          | 321,300   |   |   |   |  |  |   |            | 5,654,300  | 
|                             |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           
|Total Expenses               |                                    | $            | 49,806,600 |             |  | $           | 327,900  |           |   | $ |  |  |  | $ | 50,134,500 |           
|                             |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           
|Net loss before income taxes |                                    |              | (5,191,500 | )           |  |             | (375,100 | )         |   |   |   |  |  |   | (5,566,600 | )         
|                            
|                            
|                            
|                            
|Income tax benefit           |                                    |              | 2,101,000  |             |  |             | 166,000  |           |   |   |   |  |  |   | 2,267,000  |           
|                             |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           
|Net Loss                     |                                    | $            | (3,090,500 | )           |  | $           | (209,100 | )         |   | $ |  |  |  | $ | (3,299,600 | )         
|                             |                                    |              |            |             |  |             |          |           |   |   |   |  |  |   |            |           

9



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##### Table of Contents



STOCKWALK.COM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3.  Company Pro-forma Financial
Information  (Continued)




PRO-FORMA STATEMENTS OF OPERATIONS

Nine Months Ended December 31, 1998


(Unaudited)


|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |            | 
|-------------------------------------------- | ------------------------------------ | ------------ | ---------- | ----------- |  | ----------- | ---------- | --------- |  | - | ---------- | ---------- | ---- | - | ---------- | ---------- | 
|                                             |                                      | MJK Holdings |            | NM Holdings |  | Adjustments |            | Pro-forma
|                                             |                                      |              |            |             |  |             |            |          
|Revenues                                     |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|                                             | Trading profits                      |              | $          | 11,655,700  |  |             |            |          |  |   |            |           |      |   | $          | 11,655,700 | 
|                                             | Interest                             |              |            | 11,565,700  |  |             |            | 72,800    |  |   |            |           |      |   |            | 11,638,500 | 
|                                             | Commissions                          |              |            | 7,063,400   |  |             |            |          |  |   |            |           |      |   |            | 7,063,400  | 
|                                             | Investment banking                   |              |            | 6,013,400   |  |             |            |          |  |   |            |           |      |   |            | 6,013,400  | 
|                                             | Clearing fees                        |              |            | 2,118,700   |  |             |            |          |  |   |            |           |      |   |            | 2,118,700  | 
|                                             | Sale of nutritional products         |              |            |            |  |             |            | 3,508,900 |  |   |            | (3,508,900 | )(5) |   |            |           | 
|                                             | Other income                         |              |            | 3,068,200   |  |             |            | 1,400     |  |   |            |           |      |   |            | 3,069,600  | 
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Total Revenues                               |                                      | $            | 41,485,100 |             |  | $           | 3,583,100  |           |  | $ | (3,508,900 | )          |      | $ | 41,559,300 |           
|                                            
|                                            
|                                            
|                                            
|Cost of Goods Sold                           |                                      |              |            |             |  |             | 2,682,700  |           |  |   | (2,682,700 | )(5)       |      |   |           |           
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Gross Profit                                 |                                      | $            | 41,485,100 |             |  | $           | 900,400    |           |  | $ | (826,200   | )          |      | $ | 41,559,300 |           
|                                            
|                                            
|                                            
|                                            
|Expenses                                     |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|                                             | Employee compensation and benefits   |              | $          | 19,536,800  |  |             |            |          |  |   |            |           |      |   | $          | 19,536,800 | 
|                                             | Clearing fees                        |              |            | 2,115,100   |  |             |            |          |  |   |            |           |      |   |            | 2,115,100  | 
|                                             | Occupancy and equipment rental       |              |            | 2,640,500   |  |             |            | 8,100     |  |   |            |           |      |   |            | 2,648,600  | 
|                                             | Communication                        |              |            | 3,805,900   |  |             |            |          |  |   |            |           |      |   |            | 3,805,900  | 
|                                             | Interest                             |              |            | 9,006,000   |  |             |            | 179,800   |  |   |            | (179,800   | )(5) |   |            | 9,006,000  | 
|                                             | Selling, general, and administrative |              |            |            |  |             |            | 1,366,400 |  |   |            | (1,366,400 | )(5) |   |            |           | 
|                                             | Research and development             |              |            |            |  |             |            | 54,700    |  |   |            | (54,700    | )(5) |   |            |           | 
|                                             | Other expense                        |              |            | 2,248,100   |  |             |            | 513,800   |  |   |            | (513,800   | )    |   |            | 2,248,100  | 
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Total Expenses                               |                                      | $            | 39,352,400 |             |  | $           | 2,122,800  |           |  | $ | (2,114,700 | )          |      | $ | 39,360,500 |           
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Income (Loss) before income taxes            |                                      |              | 2,132,700  |             |  |             | (1,222,400 | )         |  |   | 1,288,500  |            |      |   | 2,198,800  |           
|                                            
|                                            
|                                            
|                                            
|Income tax expense                           |                                      |              | (798,300   | )           |  |             |           |           |  |   |           |            |      |   | (798,300   | )         
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Net Income (loss) from continuing operations |                                      | $            | 1,334,400  |             |  | $           | (1,222,400 | )         |  | $ | 1,288,500  |            |      | $ | 1,400,500  |           
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Gain on sale of discontinued operations      |                                      |              |            |             |  |             | 1,320,100  |           |  |   | (1,320,100 | )          |      |   |            |           
|Loss on discontinued operations              |                                      |              |            |             |  |             | (65,900    | )         |  |   | 65,900     |            |      |   |            |           
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           
|Net Income                                   |                                      | $            | 1,334,400  |             |  | $           | 31,800     |           |  | $ | 34,300     |            |      | $ | 1,400,500  |           
|                                             |                                      |              |            |             |  |             |            |           |  |   |            |            |      |   |            |           

10



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##### Table of Contents



STOCKWALK.COM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note  3.  Company Pro-forma Financial
Information  (Continued)




Adjustment Notes to Unaudited Pro-forma Financial Statements

1)  Represents the reclassification of the shares of GalaGen
 Common Stock held by the Company as trading securities, which is
 consistent with the accounting policies of the Company.

2)  Represents the acquisition of 13,250 shares of Common
Stock upon the excise of certain options at an aggregate exercise
 price of $53,000 and the subsequent sale of 13,000 shares of MJK
 Holdings Series I Preferred Stock for an aggregate purchase
 price of $102,050.

3)  Represents adjustment in connection with the issuance of
 shares of Common Stock associated with the Merger.

4)  Reflects the recapitalization of the Company, the
elimination of the Companys retained deficit, and the
elimination of MJK Holdings Common Stock and the MJK Holdings
Series I Preferred Stock, each in accordance with GAAP
guidelines regarding purchase adjustments associated with
accounting for reverse acquisition.

5)  Represents the elimination of results of NM Holdings,
Inc. operations that were discontinued prior to merging with MJK
Holdings.

4.  Financing Arrangements

The Company had discretionary lines of credit totaling $65.0
million at December 31, 1999, which are secured by
firm-owned securities, customer securities collateralizing
liabilities subordinated to claims of general creditors and
unpaid customer securities. These lines are payable on demand.
Borrowings on the lines bear interest at various rates over the
banks cost of funds; such rates generally vary daily. The
weighted average interest rates on the lines were 6.1% and 6.48%
as of December 31, 1999 and March 31, 1999
respectively. As of December 31, 1999 and March 31,
1999, there were $30.9 million and $26.1 million available under
these lines of credit, respectively. The December 31, 1999
outstanding balances totaling $34.1 million were collateralized
by approximately $22.3 million of firm-owned securities, $13.0
million of customer securities collateralizing liabilities
subordinated to claims of general creditors and $24.1 million of
unpaid customer securities. The March 31, 1999 outstanding
balances totaling $33.9 million were collateralized by
approximately $10.8 million of firm-owned securities, $9.0
million of customer securities collateralizing liabilities
subordinated to claims of general creditors and $14.1 million of
unpaid customer securities.

11



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STOCKWALK.COM GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5.  Shareholders Equity

STATEMENT RE: COMPUTATION WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING

The Company calculates net income per share in accordance with
FASB Statement No. 128 by dividing net income by the
weighted average number of shares of common stock outstanding to
arrive at the Net Income Per Common Share  Basic. The
Company calculates Net Income Per Share  Dilutive by
diving net income by the weighted average number of shares of
common stock and dilutive stock equivalents from the exercise of
stock options and warrants using the treasury stock method.

|                                                                                              |  |                    |            |                   |  |           |            |           |  |  |            |  |  |  |            | 
|--------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | ----------------- |  | --------- | ---------- | --------- |  |  | ---------- |  |  |  | ---------- | 
|                                                                                              |  |                    |            |                  
|                                                                                              |  | Three months ended |            | Nine months ended
|                                                                                              |  | December 31,       |            | December 31,     
|                                                                                              |  |                    |            |                  
|                                                                                              |  |                    |            | Pro-forma         |  | Pro-forma |            | Pro-forma
|                                                                                              |  |                    |            |                   |  |           |            |          
|                                                                                              |  | 1999               |            | 1998              |  | 1999      |            | 1998     
|                                                                                              |  |                    |            |                   |  |           |            |          
|Weighted average shares outstanding  Basic                                                   |  |                    | 19,764,400 |                   |  |           | 19,268,500 |           |  |  | 19,534,600 |  |  |  | 19,316,000 | 
|Dilutive effect of stock options and warrants after application
	of the treasury stock method |  |                    | 140,900    |                   |  |           |           |           |  |  | 140,700    |  |  |  |           | 
|                                                                                              |  |                    |            |                   |  |           |            |           |  |  |            |  |  |  |            | 
|Weighted average shares outstanding  Diluted                                                 |  |                    | 19,905,300 |                   |  |           | 19,268,500 |           |  |  | 19,675,300 |  |  |  | 19,316,000 | 
|                                                                                              |  |                    |            |                   |  |           |            |           |  |  |            |  |  |  |            | 

6.  Net Capital Requirements and Dividend Restrictions

The Companys three broker dealers are subject to the
Securities and Exchange Commissions Uniform Net Capital
Rule (Rule 15c3-1) which requires the maintenance of minimum
 net capital. Miller, Johnson, & Kuehn, Inc. has elected to
use the alternative method permitted by Rule 15c3-1 which
requires that MJKI maintain minimum net capital equal to the
greater of $250,000 or 2% of aggregate debit balances arising
from customer transactions, as defined. At December 31,
1999, MJKIs net capital of $14.9 million was 8.6% of
aggregate debit balances and $11.4 million in excess of required
net capital. The net capital rule also provides that equity
capital may not be withdrawn or cash dividends paid if resulting
net capital would be less than 5% of aggregate debits.
Stockwalk.com Inc. and Arnold Securities, Inc. each require a
minimum of $50,000 net capital. At December 31, 1999,
Stockwalk.com and Arnold Securities had net capital of $180,300
and $90,300 respectively.

7.  Related Party Transactions

The Company also had $1.7 million and $1.6 million of notes
receivable from employees which are included in other assets as
of December 31, 1999 and 1998, respectively. The amounts
consist of 30 notes which bear various interest rates and mature
at various dates through 2003.

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STOCKWALK.COM GROUP, INC.






MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


General

Stockwalk.com Group, Inc., has two principal assets: MJKI and
Stockwalk.com, Inc. MJKI is a Minneapolis-based regional
broker-dealer, engaging primarily in principal transactions,
commission business, investment banking activities, and customer
financing, as well as acting as a fully disclosed clearing broker
 for approximately 47 brokerage firms. Stockwalk.com, Inc. has
commenced online securities trading though its website.

During the quarter ended December 1999, the Company through
its subsidiary Stockwalk.com completed the acquisition of two
on-line brokerage firms. In October 1999, the Company
acquired Arnold Securities, Inc. (ASI) of Minneapolis, MN.
ASI offers on-line trading services to customers across the upper
 Midwest. In November 1999, the Company completed the
acquisition of M-One Securities of San Francisco, CA and
maintains a branch office in Freemont, CA. M-One Securities
offers on-line trading services for its customers and its website
 features language in English, Cantonese and Mandarin.

Through its subsidiary SW Acquisition, Inc., The Company
made two offers to purchase for cash all of the outstanding
shares of common stock of Kinnard Investments Inc. a regional
broker-dealer based in Minneapolis, Minnesota. In
January 2000, the Company terminated its tender offer to
purchase the common stock of Kinnard Investments, Inc. and
instructed the depository for the tender offer to return all
tendered shares. The Company became a participant in
Kinnards process to attempt to enhance shareholder value.

The business of Stockwalk.com Group, Inc. is highly competitive
and sensitive to many factors beyond the control of management,
including the volatility and price level of securities markets;
the volume, size and timing of securities transactions, the level
 and volatility of interest rates, local and national economic
conditions and demand for services and investment products. In
addition, a significant portion of the Companys expenses,
including salaries, benefits, occupancy and communications, are
relatively fixed and do not vary with market activity.
Consequently, the Companys revenue and net income have been
 and may continue to be subject to fluctuations.

Factors that may affect future results

The matters set forth in this public dissemination, including
managements expectations regarding future growth and
profitability, are forward-looking statements within the context
of the Private Securities Litigation Reform Act of 1995. These
statements involve certain risks and uncertainties that could
cause actual results to differ materially from such statements.
These potential risks and uncertainties include, among other
factors, the volatile nature of financial markets and the
securities industry, rapidly growing competition in the financial
 services industry, including the on-line security trading
business dependence on and competition for experienced personnel,
 successful implementation of the Companys long-term
strategy and federal and state regulatory and legislative
changes.

Segments

The companys reportable segments are as follows: clearing
services, retail sales, internet brokerage, underwriting, and
other.

Clearing Services

The Company serves as a clearing agent providing transaction
execution, account maintenance, including extension of credit,
and record keeping services for customers of its introducing
brokers. The company collects a clearing fee and charges interest
 on the customers margin accounts.

Retail Sales

The Company charges a brokerage commission when acting as agent
for the purchaser or seller of a security. If the security is
listed on an exchange, the transaction is generally effected
through a floor broker who is unaffiliated with the Company. If
the security is traded in the OTC market, transactions are
generally effected with a market maker in the security.

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Internet Brokerage

The Company provides automated order placement, portfolio
tracking and related market information, news and other
information services 24 hours a day, seven days a week by means
of the Internet and direct modem access which allows its
customers the ability to place orders for stock trades and other
investment transactions directly, and at a lower, more
predictable transaction cost than traditional full-commission
brokerage firms. Further, the Company expects that its technology
 will be adopted to provide information and transaction
processing services related to other aspects of electronic
commerce, such as the processing of bond and certificate of
deposit transactions, insurance transactions and electronic cash
transfers.

Underwriting

The Company also provides capital finance services to clients in
planning to meet their financial needs and advising them on the
most advantageous means of raising capital or debt. Such plans
are sometimes implemented by managing or co-managing public
offerings of securities or by arranging private placements of
securities with institutional or individual investors. The
capital finance department coordinates the distribution of
managed and co-managed corporate underwritings, accepts
invitations to participate in competitive or negotiated
underwritings managed by other investment banking firms, and
allocates and merchandises the Companys underwriting
positions to the firm, to institutional clients and to other
broker-dealers. The commission spread generated from sale of
securities is allocated between retail sales and underwriting.

Other

Other revenues consist of fiscal consulting fees and management
fees assessed to affiliates that are eliminated in consolidation.
 Other expenses include general and administrative expenses for
departments not directly related to one of the broker dealers.

Segment results are derived from the Companys branch
location profitability reporting system. Intersegment
transactions are measured on the same basis as if the
transactions occurred with external customers. In reviewing the
segment operating results, the Companys operating
decision-makers do not distinguish between intersegment
transactions and external customer transactions. Intersegment
revenue is eliminated to reconcile total segment revenue to
consolidated revenue. Income tax expense or benefit is not
allocated to the Companys operating segments. The Company
does not provide balance sheet data for segment reporting as this
 data is not measured for its operating segments.

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Information concerning operations in these segments of business
is as follows:

|                                   |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |            |  
|---------------------------------- | ------------------ | ------------------ | ---------- | ----------------- | - | --------- | ---------- | ---------- | - | - | ---------- | ---------- | - | - | ---------- | ---------- | -
|                                   |                    |                    |            |                  
|                                   |                    | Three months ended |            | Nine months ended
|                                   |                    | December 31,       |            | December 31,     
|                                   |                    |                    |            |                  
|                                   |                    |                    |            | Pro-forma         |   | Pro-forma |            | Pro-forma 
|                                   |                    |                    |            |                   |   |           |            |           
|                                   |                    | 1999               |            | 1998              |   | 1999      |            | 1998      
|                                   |                    |                    |            |                   |   |           |            |           
|Pro-forma                          |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |           
|                                   | Clearing services  |                    | $          | 7,317,800         |   |           | $          | 4,577,200  |   |   | $          | 18,311,500 |   |   | $          | 14,341,500 |  
|                                   | Retail sales       |                    |            | 8,267,600         |   |           |            | 8,213,900  |   |   |            | 21,775,800 |   |   |            | 22,526,200 |  
|                                   | Internet brokerage |                    |            | 812,400           |   |           |            |           |   |   |            | 814,300    |   |   |            |           |  
|                                   | Underwriting       |                    |            | 460,200           |   |           |            | 789,200    |   |   |            | 2,663,400  |   |   |            | 3,485,200  |  
|                                   | Other              |                    |            | 1,353,400         |   |           |            | 1,670,400  |   |   |            | 2,035,900  |   |   |            | 4,715,300  |  
|                                   | Eliminations       |                    |            | (739,600          | ) |           |            | (1,235,000 | ) |   |            | (1,033,000 | ) |   |            | (3,508,900 | )
|                                   |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |           
|Consolidated Revenue               |                    | $                  | 17,471,800 |                   |   | $         | 14,015,700 |            |   | $ | 44,567,900 |            |   | $ | 41,559,300 |           
|                                   |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |           
|Pretax income (loss):              |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |           
|                                   | Clearing services  |                    |            | 989,900           |   |           |            | 600,100    |   |   |            | 2,151,500  |   |   |            | 1,403,500  |  
|                                   | Retail sales       |                    |            | (455,000          | ) |           |            | 186,400    |   |   |            | (3,403,000 | ) |   |            | 201,300    |  
|                                   | Internet brokerage |                    |            | (1,452,200        | ) |           |            | (2,912,000 | ) |   |            |            |   |   |            |            |  
|                                   | Underwriting       |                    |            | (151,500          | ) |           |            | 86,000     |   |   |            | 12,300     |   |   |            | 527,900    |  
|                                   | Other              |                    |            | (564,000          | ) |           |            | (763,200   | ) |   |            | (1,115,400 | ) |   |            | (1,222,400 | )
|Eliminations                       |                    |                    | (150,000   | )                 |   |           | 774,600    |            |   |   | (300,000   | )          |   |   | 1,288,500  |           
|                                   |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |           
|Consolidated pretax income (loss): |                    | $                  | (1,782,800 | )                 |   | $         | 883,900    |            |   | $ | (5,566,600 | )          |   | $ | 2,198,800  |           
|                                   |                    |                    |            |                   |   |           |            |            |   |   |            |            |   |   |            |           

Three Months Ended December 31, 1999

During the quarter ended December 1999, the Companys
clearing fee income was $7.3 million, an increase of $2.7 million
 or 58.7% from $4.6 million in the quarter ended
December 1998. The number of firms utilizing the
Companys clearing services increased to 47 from 33 from the
 quarter ended December 1998. Clearing fee expenses for the
quarter ended December 1999 totaled $6.3 million, an
increase of $2.3 million or 57.1% from the comparable period in
1998. The increase in clearing expenses is directly related to
its growth. During the quarter ended December 1999, the
Company processed 252,700 tickets compared to 132,200 tickets in
the same period last year. It is anticipated that clearing fee
income and fees will grow as the Company attracts new
correspondents and clears trades for its growing internet
brokerage business.

During the quarter ended December 1999, retail sales revenue
 of $8.3 million was consistent with the comparable quarter in
1998. Retail sales activity incurred a pretax loss of $455,000 in
 the quarter ended December 1999 compared to income of
$186,400 in the comparable period in 1998 as a result of
increases in administrative expenses due to an increase in the
number of administrative employees as well as related increases
in additional rent charges. Current revenue and profitability
trends are expected to continue as on-line trading becomes more
prevalent and margins on traditional transactions remain
competitive.

The Companys internet brokerage business generated trading
fee revenues of $812,400 customers in the quarter ended
December 1999. During the quarter ended December 1999,
the Company completed the acquisition of Arnold Securities
Inc.  Minneapolis, MN and M-One Securities
Inc.  San Francisco, CA. The $1.5 million loss from
internet brokerage in the quarter ended December 1999 was
attributed to significant costs incurred in advertising in an
attempt to create brand awareness for attracting new on-line
customers and generating new private label business. The Company
expects its internet brokerage revenue to grow through the
acquisition of other on-line broker dealers, attracting new
customers and private label partners and higher volume customer
activity. The Company expects its long term operating results to
improve as its revenues increase, marketing costs decline and it
reaches the technological infrastructure required to grow
profitably.

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During the quarter ended December 1999 underwriting revenues
 of $460,200 declined $329,000 from the same period in 1998. The
decline was primarily the result of the Company participating in
3 underwritings managed by other investment banking firms in the
quarter ended December 1999 compared to 12 similar
participations in the previous period. The timing of investment
banking activity can vary significantly from period to period
based on market conditions resulting in fluctuations in revenues
and operating profits in this segment.

Nine Months Ended December 31, 1999

During the nine months ended December 1999, the
Companys clearing fee income was $18.3 million, an increase
 of $4.0 million or 28.0% from the nine months ended
December 1998. During the nine months ended
December 31, 1999 the number of firms utilizing the
Companys clearing services increased to 47 from 33 from the
 nine months ended December 31, 1998. Clearing fee expenses
for the nine months ended December 1999 totaled $16.2
million, an increase of $3.2 million or 24.6% from the comparable
 period in 1998. The increase in clearing expenses is directly
related to its growth. During the nine months ended
December 1999 the Company processed 551,900 tickets compared
 to 357,700 tickets in the same period last year. It is
anticipated that clearing fee income and fees will grow as the
Company attracts new correspondents and clears trades for its
growing internet brokerage business.

During the nine months ended December 1999, retail sales
revenue of $21.8 million was consistent with the comparable nine
month period in 1998. Retail sales activity incurred a pretax
loss of $3.4 million in the nine months ended December 1999
compared to income of $201,300 in the comparable period in 1998
as a result of an increase in general and administrative expenses
 resulting from an increase in administrative personnel and
related rent charges. Current revenue and profitability trends
are expected to continue as on-line trading becomes more
prevalent and margins on traditional transactions remain
competitive.

Stockwalk.com Group, Inc.s internet brokerage business
started to generate trading fee revenues of $812,400 in the third
 quarter of 1999. During the quarter the Company completed the
acquisition of Arnold Securities Inc.  Minneapolis, MN
 and M-One Securities Inc.  San Francisco, CA. The
$2.9 million loss from internet brokerage in the nine months
ended December 1999 was attributed to significant costs
incurred in advertising in an attempt to create brand awareness
for attracting new on-line customers and generate its new private
 label business. The Company expects its internet brokerage
revenue to grow through acquisition of other on-line broker
dealers, attracting new customers and private label partners and
higher volume customer activity. The Company expects its long
term operating results to improve as its revenues increase,
market costs decline, and it reaches the technological
infrastructure required to grow profitably.

During the nine months ended December 1999 underwriting
revenues declined $821,800 from the same period in 1998 to $2.7
million. The decline in revenues and income was the result of the
 Company generating a $815,000 placement fee for locating a
financial partner for a wind generating electricity project in
1998. There were no similar undertakings in 1999 nine months. The
 timing of investment banking activity can vary significantly
from period to period based on market conditions resulting in
fluctuations in revenues and operating profits in this segment.

Other revenues of $2.0 million for the nine months ended
December 1999, declined $2.7 million from the comparable
period in 1998. The 1998 results include sale of nutritional
products totaling $3.5 million which were eliminated in the
consolidated financial statements. In 1999, the Company recorded
$1.0 million of management fees charged to affiliates which were
also eliminated in the consolidated financial statements.

Liquidity and Capital Resources

The Companys assets consist primarily of cash and assets
readily convertible into cash. Security inventories are stated at
 market value and are generally readily marketable. Customer
margin loans are collateralized by securities and have floating
interest rates. Other receivables and payables with customers and
 other brokers and dealers usually settle transactions within
three days following the date of transaction. Operations are
financed by equity capital, bank lines of credit, proceeds from
sales of securities, non-interest bearing liabilities such as
checks and drafts payable, payables to customers and employee
compensation payable. Due to the liquid nature of our balance
sheet, the fluctuations in cash flows from financing activities
are directly related to operating activities.

The $15.0 million increase in trading securities is the result of
 the purchase of additional government bonds used as collateral
on deposits required with option clearing corporation for
customer positions, as well as a municipal private placement
settling on December 30, 1999. The Company held $3.8 million
 of the securities at year end that have subsequently been sold
to customers.

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The Companys investing activities provided $337,600 of cash
 in the nine months ended December 1999 as a result of the
company selling capital equipment under a sale-leaseback
financing agreement.

The Companys financing activities provided cash of $5.5
million in the nine months ended December 1999 primarily
resulting from the issuance of 480,331 shares of the
Companys common stock through private placements at a cost
of $7.125 to $9.60 per share in addition to 40,000 shares issued
in connection with the purchase of M-One Securities Inc and
options/ warrants exercised to purchase 69,625 shares of the
Companys common stock.

The Companys three broker dealers are subject to the
Securities and Exchange Commissions Uniform Net Capital
Rule (Rule 15c3-1) which requires the maintenance of minimum
 net capital. Miller, Johnson, & Kuehn, Inc. has elected
 to use the alternative method permitted by Rule 15c3-1
which requires that MJKI maintain minimum net capital equal to
the greater of $250,000 or 2% of aggregate debit balances arising
 from customer transactions, as defined. At December 31,
1999, MJKIs net capital of $14.9 million was 8.6% of
aggregate debit balances and $11.4 million in excess of required
net capital. The net capital rule also provides that equity
capital may not be withdrawn or cash dividends paid if resulting
net capital would be less than 5% of aggregate debits.
Stockwalk.com Inc. and Arnold Securities, Inc. each require a
minimum of $50,000 net capital. At December 1999,
Stockwalk.com Inc. and Arnold Securities Inc. had net capital of
$180,300 and $90,300 respectively.

At December 1999, the Company had approximately $65.0
million in committed credit agreements, of which $34.1 million
was utilized. Of this amount, approximately $24.1 million was
collateralized by customers margin securities. An
additional amount equal to approximately $35.3 million was
secured by firm-owned securities and customer securities
collateralizing liabilities subordinated to claims of general
creditors.

The Company believes that its current cash position, cash
generated from future operations, availability of line of credit
borrowings, additional capacity for subordinated debt, and sale
of securities will be adequate to meet the Companys current
 obligations and operating needs.

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.

|                                                                                 |  |                          
|-------------------------------------------------------------------------------- |  | -------------------------
|Dated: February 14, 2000                                                         |  | STOCKWALK.COM GROUP, INC.
|By: /s/ JEFFREY L. HOUDEKIts: V. P. of Finance and Principal
	Accounting Officer |  |                          

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