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U.S.
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

Commission file number: 0-22247

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STOCKWALK.COM GROUP, INC.(Exact name of Registrant as specified in its charter)

|MINNESOTA(State or other jurisdiction of
incorporation or organization) |  | 41-1756256(I.R.S. 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

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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 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:                       |  | Outstanding as of October 22, 1999:
|---------------------------- |  | -----------------------------------
|Common Stock, $.04 par value |  | 19,295,246 shares                  
|                             |  |                                    

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## 

STOCKWALK.COM GROUP, INC   INDEX TO QUARTERLY REPORT FORM 10-Q

PART IFINANCIAL INFORMATION

|        |  |                                                                                       |  | PAGE 
|------- |  | ------------------------------------------------------------------------------------- |  | -----
|Item 1. |  | Condensed Consolidated Financial Statements (Unaudited)                               |  |      
|        |  | Condensed Consolidated Statements of Financial Condition:                             |  |      
|        |  | September 30, 1999 and March 31, 1999                                                 |  | 4    
|        |  | Condensed Consolidated Statements of Operations:                                      |  |      
|        |  | Three and Six Months Ended September 30, 1999 and September 1998                      |  | 5    
|        |  | Condensed Consolidated Statements of Cash Flows:                                      |  |      
|        |  | Six Months Ended September 30, 1999 and September 1998                                |  | 6    
|        |  | Notes to Condensed Consolidated Financial Statements:                                 |  | 7-15 
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 16-18

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

Pursuant to the terms of the Merger Agreement dated July 7, 1999, each outstanding share of common stock of Miller, Johnson, and Kuehn Incorporated
("MJK"), par value $.01, ("MJK Common Stock") and Series I Preferred Stock, par value $7.85, of MJK ("MJK Series I Preferred Stock") were converted into 3.72382 (the "Exchange Ratio")
shares of Common Stock. Each share of MJK Common Stock or MJK Series I Preferred Stock owned by MJK, the Company or Merger Sub immediately prior to the Effective Time were cancelled and
extinguished without any conversion. Fractional shares of Common Stock were not issued in connection with the Merger.

Item 3. Defaults on Senior SecuritiesNone

Item 4. Submission of Matters to a Vote of Security Holders

The Company's shareholders on July 6, 1999 approved the Company's proposed transactions with MJK Holdings, Inc. as described in the Company's
proxy statement dated June 14, 1999. As a result of the shareholders meeting, the Company's shareholders:



Votes
For: 670,286            Votes Against: 2,800



Votes
For: 702,314            Votes Against: 2,800



Votes
For: 637,509            Votes Against: 18,625

Item 5. Other Information

Acquisition of Arnold Securities Inc.Exhibit 2.1

Item 6. Exhibits and Reports on Form 8-K



| |  | Exhibit
Number: |  | Description:                                                                             
| |  | --------------- |  | -----------------------------------------------------------------------------------------
| |  | 2.1             |  | Stock Acquisition Agreement of Arnold Securities, Inc., dated August 24, 1999            
| |  | 10.1            |  | Employment Agreement dated August 1, 1999 between the Registrant and Robert J. Vosburg   
| |  | 10.2            |  | Employment Agreement dated September 1, 1999 between Registrant and Andrew R. Guzman     
| |  | 10.3            |  | Employment Agreement dated September 27, 1999 between the Registrant and Philip T. Colton
| |  | 27.1            |  | Financial Data Schedule                                                                  
| |  | 99.1            |  | Cautionary Statements                                                                    



STOCKWALK.COM GROUP, INC.

Condensed Consolidated Statements of Financial Condition

(Unaudited)

|                                                              |  | September 30, 1999 |             | Pro-forma
March 31, 1999
|------------------------------------------------------------- |  | ------------------ | ----------- | ------------------------
|Assets                                                        |  |                    |             |                         
|Cash                                                          |  | $                  | 3,000,100   |                         
|Cash and investmentssegregated                               |  |                    | 78,649,300  |                         
|Receivables from customers                                    |  |                    | 119,852,700 |                         
|Receivables from brokers and dealers                          |  |                    | 61,143,500  |                         
|Receivables from clearing organization                        |  |                    | 547,600     |                         
|Trading securities owned, at market                           |  |                    | 16,573,300  |                         
|Secured demand notes receivable                               |  |                    | 11,250,000  |                         
|Furniture and equipment                                       |  |                    | 2,227,600   |                         
|Other assets                                                  |  |                    | 10,631,400  |                         
|                                                              |  |                    |             |                         
|Total Assets                                                  |  | $                  | 303,875,500 |                         
|                                                              |  |                    |             |                         
|Liabilities                                                   |  |                    |             |                         
|Short-term borrowings                                         |  | $                  | 30,000,000  |                         
|Payables to customers                                         |  |                    | 175,037,400 |                         
|Payables to brokers and dealers                               |  |                    | 57,129,500  |                         
|Payable to clearing broker                                    |  |                    | 3,491,000   |                         
|Trading securities sold but not yet purchased, at market      |  |                    | 987,500     |                         
|Notes payable                                                 |  |                    | 3,459,800   |                         
|Liabilities subordinated to claims of general creditors       |  |                    | 11,250,000  |                         
|Other liabilities                                             |  |                    | 10,603,100  |                         
|                                                              |  |                    |             |                         
|Total Liabilities                                             |  | $                  | 291,958,300 |                         
|                                                              |  |                    |             |                         
|Shareholders' Equity:                                         |  |                    |             |                         
|Common Stock, $.04 par value;                                 |  |                    |             |                         
|Authorized shares: 50,000,000                                 |  |                    |             |                         
|Issued and outstanding September 19,295,246; March 19,202,371 |  |                    | 771,800     |                         
|Paid-in capital                                               |  |                    | 13,400,400  |                         
|Retained earnings                                             |  |                    | (2,255,000  | )                       
|                                                              |  |                    |             |                         
|Total Shareholder's Equity                                    |  | $                  | 11,917,200  |                         
|                                                              |  |                    |             |                         
|Total Liabilities & Shareholder's Equity                      |  | $                  | 303,875,500 |                         
|                                                              |  |                    |             |                         

See accompanying notes to the financial statements.

STOCKWALK.COM GROUP, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

|                                           |  | Three months ended
September 30, |            | Six months ended
September 30, |  
|------------------------------------------ |  | -------------------------------- | ---------- | ------------------------------ | -
|
|Revenues:                                  |  |                                  |            |                                |  
|Trading profits                            |  | $                                | 3,175,000  |                                | $
|Interest                                   |  |                                  | 4,228,900  |                                |  
|Commissions                                |  |                                  | 2,210,000  |                                |  
|Investment Banking                         |  |                                  | 2,625,400  |                                |  
|Clearing fees                              |  |                                  | 945,200    |                                |  
|Other income                               |  |                                  | 706,700    |                                |  
|                                           |  |                                  |            |                                |  
|Total Revenues                             |  | $                                | 13,891,200 |                                | $
|Expenses:                                  |  |                                  |            |                                |  
|Employee compensation and benefits         |  | $                                | 7,114,300  |                                | $
|Clearing fees                              |  |                                  | 607,100    |                                |  
|Occupancy and equipment                    |  |                                  | 986,700    |                                |  
|Communication                              |  |                                  | 1,631,200  |                                |  
|Interest                                   |  |                                  | 3,167,700  |                                |  
|Other expense                              |  |                                  | 2,439,000  |                                |  
|                                           |  |                                  |            |                                |  
|Total Expenses                             |  | $                                | 15,946,000 |                                | $
|Income (loss) before income taxes          |  |                                  | (2,054,800 | )                              |  
|Income tax (expense) benefit               |  |                                  | 795,400    |                                |  
|                                           |  |                                  |            |                                |  
|Net Income (loss)                          |  | $                                | (1,259,400 | )                              | $
|                                           |  |                                  |            |                                |  
|Net Income (loss) per common shareBasic   |  | $                                | (0.07      | )                              | $
|                                           |  |                                  |            |                                |  
|Weighted average shares outstandingBasic  |  |                                  | 19,271,200 |                                |  
|                                           |  |                                  |            |                                |  
|Net Income (loss) per common shareDiluted |  | $                                | (0.06      | )                              | $
|                                           |  |                                  |            |                                |  
|Weighted average shares outandingDiluted  |  |                                  | 19,407,800 |                                |  
|                                           |  |                                  |            |                                |  

See accompanying notes to the financial statements.



STOCKWALK.COM GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

|                                                                                      |  | Six months ended |           
|------------------------------------------------------------------------------------- |  | ---------------- | ----------
|
|Operating Activities                                                                  |  |                  |           
|Net income(loss)                                                                      |  | $                | (2,303,600
|Adjustments to reconcile net income (loss) to net cash used for operating activities: |  |                  |           
|Depreciation and amortization                                                         |  |                  | 467,500   
|Changes in assets and liabilities:                                                    |  |                  |           
|Cash and securities segregated                                                        |  |                  | (5,518,800
|Customer receivables and payables                                                     |  |                  | (8,218,300
|Broker and dealer receivables and payables                                            |  |                  | 22,214,100
|Clearing organizaion receivables and payables                                         |  |                  | (6,298,000
|Trading securities and securities sold but not yet purchased                          |  |                  | (514,500  
|Other assets and liablities                                                           |  |                  | (1,144,300
|                                                                                      |  |                  |           
|Net cash used for operating activities                                                |  | $                | (1,315,900
|Investing activities                                                                  |  |                  |           
|Purchase of equipment and office furniture                                            |  | $                | (484,400  
|                                                                                      |  |                  |           
|Net cash used for investing activities                                                |  | $                | (484,400  
|Financing activities                                                                  |  |                  |           
|Increase (decrease) in short-term borrowings                                          |  | $                | (3,900,000
|Net payments on notes payable                                                         |  |                  | (1,078,300
|Issuance of capital                                                                   |  |                  | 4,483,800 
|                                                                                      |  |                  |           
|Net cash provided by/(used for) financing activities                                  |  | $                | (494,500  
|Net decrease in cash and cash equivalents                                             |  |                  | (2,294,800
|Cash at beginnning of period                                                          |  |                  | 5,294,900 
|                                                                                      |  |                  |           
|Cash at end of period                                                                 |  | $                | 3,000,100 
|                                                                                      |  |                  |           

See
accompanying notes to the financial statements



## 

Notes to Condensed Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

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
intructions 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 September 30, 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 six months ended September 30, 1999 and 1998 giving effect to the merger of NM Holdings as if such transactions had occurred on April 1, 1997.



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   |   | $        
|Cash and investmentssegregated                         |  |              | 73,130,500  |             |   |             |   |          
|Receivables from customers                              |  |              | 139,910,800 |             |   |             |   |          
|Receivables from brokers and dealers                    |  |              | 69,616,700  |             |   |             |   |          
|Receivables form clearing organization                  |  |              | 733,600     |             |   |             |   |          
|Trading securities owned, at market                     |  |              | 15,265,800  |             |   |             |   |          
|Secured demand notes receivable                         |  |              | 9,675,000   |             |   |             |   |          
|Furniture and equipment, net                            |  |              | 2,201,000   |             |   | 700         |   |          
|Investments in Galagen                                  |  |              |             |             |   | 617,000     |   |          
|Other assets                                            |  |              | 8,618,800   |             |   | 36,200      |   |          
|                                                        |  |              |             |             |   |             |   |          
|Total Assets                                            |  | $            | 322,352,800 |             | $ | 2,593,900   |   | $        
|                                                        |  |              |             |             |   |             |   |          
|Liabilities                                             |  |              |             |             |   |             |   |          
|Short term Borrowings                                   |  | $            | 33,900,000  |             |   |             |   |          
|Payable to customers                                    |  |              | 203,313,800 |             |   |             |   |          
|Payable to brokers and dealers                          |  |              | 43,388,600  |             |   |             |   |          
|Payable to clearing broker                              |  |              | 9,975,000   |             |   |             |   |          
|Trading securities sold but not purchased, at market    |  |              | 812,200     |             |   |             |   |          
|Notes payable                                           |  |              | 4,538,100   |             |   |             |   |          
|Liabilities subordinated to claims of general creditors |  |              | 9,675,000   |             |   |             |   |          
|Other Liabilities                                       |  |              | 9,739,000   |             |   | 23,300      |   |          
|                                                        |  |              |             |             |   |             |   |          
|Total Liabilities                                       |  | $            | 315,341,700 |             | $ | 23,300      |   | $        
|                                                        |  |              |             |             |   |             |   |          
|Shareholder's Equity                                    |  |              |             |             |   |             |   |          
|Common Stock, $.01 par value;                           |  |              |             |             |   |             |   |          
|Authorized shares: 50,000,000                           |  |              |             |             |   |             |   |          
|Issued and outstanding                                  |  |              |             |             |   |             |   |          
|March 19,202,371                                        |  |              | 42,500      |             |   | 49,100      |   |          
|Preferred Stock                                         |  |              | 4,380,300   |             |   |             |   |          
|Paid in Capital                                         |  |              | 2,540,000   |             |   | 8,813,600   |   |          
|Retained Earnings                                       |  |              | 48,300      |             |   | (6,292,100  | ) |          
|                                                        |  |              |             |             |   |             |   |          
|Total Shareholder's Equity                              |  | $            | 7,011,100   |             | $ | 2,570,600   |   | $        
|                                                        |  |              |             |             |   |             |   |          
|Total Liabilities & Shareholder's Equity                |  | $            | 322,352,800 |             | $ | 2,593,900   |   | $        
|                                                        |  |              |             |             |   |             |   |          



## 

Pro-forma Statements of Operations Quarter Ended September 30, 1998 (Unaudited)

|                                     |  | MJK Holdings |            | NM Holdings |   | Adjustments |   | Pro-forma |         
|------------------------------------ |  | ------------ | ---------- | ----------- | - | ----------- | - | --------- | --------
|Revenues                             |  |              |            |             |   |             |   |           |         
|Trading profits                      |  | $            | 3,292,300  |             |   |            |   |           |        
|Interest                             |  |              | 3,888,700  |             |   | 24,100      |   |           |        
|Commissions                          |  |              | 2,196,900  |             |   |            |   |           |        
|Investment Banking                   |  |              | 2,154,000  |             |   |            |   |           |        
|Clearing Fees                        |  |              | 683,800    |             |   |            |   |           |        
|Sale of Nutritional Products         |  |              |           |             |   | 830,300     |   |           | (830,300
|Other Income                         |  |              | 1,617,300  |             |   |            |   |           |        
|                                     |  |              |            |             |   |             |   |           |         
|Total Revenues                       |  | $            | 13,833,000 |             | $ | 854,400     |   | $         | (830,300
|Cost of Goods Sold                   |  |              |            |             | $ | 579,900     |   | $         | (579,900
|                                     |  |              |            |             |   |             |   |           |         
|Gross Profit                         |  | $            | 13,833,000 |             | $ | 274,500     |   | $         | (250,400
|Expenses                             |  |              |            |             |   |             |   |           |         
|Employee compensation and benefits   |  | $            | 6,479,700  |             |   |            |   |           |        
|Clearing fees                        |  |              | 714,300    |             |   |            |   |           |        
|Occupancy and Equipment Rental       |  |              | 875,900    |             |   |            |   |           |        
|Communication                        |  |              | 1,238,300  |             |   |            |   |           |        
|Interest                             |  |              | 2,957,800  |             |   | 57,800      |   |           | (57,800 
|Selling, general, and administrative |  |              |           |             |   | 577,800     |   |           | (577,800
|Research and development             |  |              |           |             |   | 19,000      |   |           | (19,000 
|Other expense                        |  |              | 804,300    |             |   |            |   |           |        
|                                     |  |              |            |             |   |             |   |           |         
|Total Expenses                       |  | $            | 13,070,300 |             | $ | 654,600     |   | $         | (654,600
|                                     |  |              |            |             |   |             |   |           |         
|Income (Loss) before income taxes    |  |              | 762,700    |             |   | (380,100    | ) |           | 404,200 
|Income tax (expense) benefit         |  |              | (320,400   | )           |   |            |   |           |        
|                                     |  |              |            |             |   |             |   |           |         
|Net Income (Loss)                    |  | $            | 442,300    |             | $ | (380,100    | ) | $         | 404,200 
|                                     |  |              |            |             |   |             |   |           |         



Pro-forma Statements of Operations   Six Months Ended September 30, 1999   (Unaudited)

|                                   |  | MJK Holdings |            | NM Holdings |   | Adjustments |   | Combined |  
|---------------------------------- |  | ------------ | ---------- | ----------- | - | ----------- | - | -------- | -
|Revenues                           |  |              |            |             |   |             |   |          |  
|Trading profits                    |  | $            | 5,332,700  |             | $ | (136,000    | ) |          |  
|Interest                           |  |              | 8,396,700  |             |   | 29,400      |   |          |  
|Commissions                        |  |              | 4,788,100  |             |   |             |   |          |  
|Investment Banking                 |  |              | 5,093,800  |             |   |             |   |          |  
|Clearing Fees                      |  |              | 2,059,800  |             |   |             |   |          |  
|Other Income                       |  |              | 1,514,200  |             |   | 17,400      |   |          |  
|                                   |  |              |            |             |   |             |   |          |  
|Total Revenues                     |  | $            | 27,185,300 |             | $ | (89,200     | ) | $        | 
|Expenses                           |  |              |            |             |   |             |   |          |  
|Employee compensation and benefits |  | $            | 14,210,600 |             | $ | (500        | ) |          |  
|Clearing fees                      |  |              | 1,558,600  |             |   |             |   |          |  
|Occupancy and Equipment Rental     |  |              | 1,939,900  |             |   | (300        | ) |          |  
|Communication                      |  |              | 3,167,800  |             |   | 12,300      |   |          |  
|Interest                           |  |              | 6,237,800  |             |   | (4,900      | ) |          |  
|Other expense                      |  |              | 3,437,300  |             |   | 321,300     |   |          |  
|                                   |  |              |            |             |   |             |   |          |  
|Total Expenses                     |  | $            | 30,552,000 |             | $ | 327,900     |   | $        | 
|                                   |  |              |            |             |   |             |   |          |  
|Net loss before income taxes       |  |              | (3,366,700 | )           |   | (417,100    | ) |          |  
|Income tax benefit                 |  |              | 1,416,600  |             |   | 63,600      |   |          |  
|                                   |  |              |            |             |   |             |   |          |  
|Net Loss                           |  | $            | (1,950,100 | )           | $ | (353,500    | ) | $        | 
|                                   |  |              |            |             |   |             |   |          |  



## 

Note 3. Company Pro-forma Financial Information

Pro-forma Statements of Operations Six Months Ended September 30, 1998 (Unaudited)

|                                     |  | MJK Holdings |            | NM Holdings |   | Adjustments |   | Pro-forma |            
|------------------------------------ |  | ------------ | ---------- | ----------- | - | ----------- | - | --------- | -----------
|Revenues                             |  |              |            |             |   |             |   |           |            
|Trading profits                      |  | $            | 6,967,100  |             |   |            |   |           |           
|Interest                             |  |              | 7,959,200  |             |   | 48,300      |   |           |           
|Commissions                          |  |              | 4,784,300  |             |   |            |   |           |           
|Investment Banking                   |  |              | 4,201,000  |             |   |            |   |           |           
|Clearing Fees                        |  |              | 1,383,500  |             |   |            |   |           |           
|Sale of Nutritional Products         |  |              |           |             |   | 2,274,000   |   |           | (2,274,000)
|Other Income                         |  |              | 2,200,200  |             |   |            |   |           |           
|                                     |  |              |            |             |   |             |   |           |            
|Total Revenues                       |  | $            | 27,495,300 |             | $ | 2,322,300   |   | $         | (2,274,000 
|Cost of Goods Sold                   |  |              |            |             |   | 1,523,800   |   |           | (1,523,800)
|                                     |  |              |            |             |   |             |   |           |            
|Gross Profit                         |  | $            | 27,495,300 |             | $ | 798,500     |   | $         | (750,200   
|Expenses                             |  |              |            |             |   |             |   |           |            
|Employee compensation and benefits   |  | $            | 12,894,600 |             |   |            |   |           |           
|Clearing fees                        |  |              | 1,294,800  |             |   |            |   |           |           
|Occupancy and Equipment Rental       |  |              | 1,766,400  |             |   |            |   |           |           
|Communication                        |  |              | 2,560,800  |             |   |            |   |           |           
|Interest                             |  |              | 6,125,100  |             |   | 113,800     |   |           | (113,800)  
|Selling, general, and administrative |  |              |           |             |   | 1,099,800   |   |           | (1,099,800)
|Research and development             |  |              |           |             |   | 50,300      |   |           | (50,300)   
|Other expense                        |  |              | 1,587,000  |             |   |            |   |           |           
|                                     |  |              |            |             |   |             |   |           |            
|Total Expenses                       |  | $            | 26,228,700 |             | $ | 1,263,900   |   | $         | (1,263,900 
|                                     |  |              |            |             |   |             |   |           |            
|Income (Loss) before income taxes    |  |              | 1,266,600  |             |   | (465,400    | ) |           | 513,700    
|Income tax (expense) benefit         |  |              | (432,000   | )           |   |            |   |           |           
|                                     |  |              |            |             |   |             |   |           |            
|Net Income (loss)                    |  | $            | 834,600    |             | $ | (465,400    | ) | $         | 513,700    
|                                     |  |              |            |             |   |             |   |           |            



## 

Note 3.  Company Pro-forma Financial Information

Adjustment Notes to unaudited Pro-forma Financial Statements



4.  Financing Arrangements

The Company had discretionary lines of credit totaling $60 million at September 30, 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 6.57% and 6.48% as of September 30, 1999 and March 31,
1999 respectively. As of September 30, 1999 and March 31, 1999, there were $30.0 million and $26.1 million available under these lines of credit, respectively. The
September 30, 1999 outstanding balances totaling $30.0 million were collateralized by approximately $12.2 million of firm-owned securities, $11.3 million of
customer securities collateralizing liabilities subordinated to claims of general creditors and $6.5 million of unpaid customer securities. The March 31, 1999 outstanding balances
totaling $33.9 million were collateralized by approximately $10.8 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. A compensating balance arrangement totaling $575,000 exists with respect to one of the Company's discretionary lines
of credit.

At
September 30, 1999, the Company had a note payable of $3.3 million that was secured by the Company's ownership interest in MJKI. The note bears an interest rate of
the bank's reference rate unless the Company's investment account balance at the bank is less than the principal balance of the note. If the Company's investment account at the bank is less than the
principal balance of the note, the note bears an interest rate of the bank's reference rate plus one-half of one percent. The interest rate on the note at September 30, 1999 was
8.25%. The note matures in installments through July 31,
2000.

5.  Shareholder's Equity

During the quarter ended September 30, 1999, the Company completed the sale of 440,000 shares of its common stock for $9.60 per share. If the Company
completes another private placement of Common Stock or Common Stock equivalents prior to December 31, 1999 at a price less than $10.00 per common share, additional shares of Common Stock will
be issued to purchasers so that the effective price per share of the Common Stock sold in this offering is equal to the price per share of the Common Stock in the subsequent offering.

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 September 30, |  | Six months ended September 30,
|-------------------------------------------------------------------------------------------- |  | -------------------------------- |  | ------------------------------
|
|Weighted average shares outstandingBasic                                                    |  | 19,271,200                       |  | 19,352,000                    
|Dilutive effect of stock options and warrants after application of the treasury stock method |  | 136,600                          |  |                              
|                                                                                             |  |                                  |  |                               
|Weighted average shares outstandingDiluted                                                  |  | 19,407,800                       |  | 19,352,000                    
|                                                                                             |  |                                  |  |                               

6.  Net Capital Requirements and Dividend Restrictions

Miller, Johnson, & Kuehn, Incorporated (MJKI), is subject to the Securities and Exchange Commission's Uniform Net Capital Rule
(Rule 15c3-1) which requires the maintenance of minimum net capital. MJKI 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 September 30, 1999, MJKI's net capital of
$15.0 million was 12.7% of aggregate debit balances and $12.7 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.

7.  Related Party Transactions

The Company also had $1.4 million and $1.3 million of notes receivable from employees which are included in other assets as of
September 30, 1999 and 1998, respectively. The amounts consist of 35 and 25 notes respectively which bear various interest rates and mature at various dates through 2003.

8.  Segments

The Company's reportable segments are as follows: clearing services, retail sales, investment banking, and other. The clearing services segment consists of
clearing services provided on a fully-disclosed basis to approximately 46 other broker-dealers. The retail segment consists of various retail branch locations which conduct security transactions for
individual and institutional investors. The

investment-banking segment consists of the management, co-management, and participation by the Company in the underwriting of corporation equity and debt securities. Other consists of
general corporate, administrative support functions, and net gains or losses on the investment account.

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.

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

|                                   |  | Three months ended
September 30, |            | Six months ended
September 30, |  
|---------------------------------- |  | -------------------------------- | ---------- | ------------------------------ | -
|
|Revenue:                           |  |                                  |            |                                |  
|Clearing Services                  |  | $                                | 5,386,600  |                                | $
|Retail Sales                       |  |                                  | 7,292,800  |                                |  
|Investment Banking                 |  |                                  | 1,134,300  |                                |  
|Other                              |  |                                  | 309,600    |                                |  
|                                   |  |                                  |            |                                |  
|                                   |  |                                  | 14,123,300 |                                |  
|NM Holdings, Inc.                  |  |                                  | (108,900   | )                              |  
|Stockwalk.com                      |  |                                  |           |                                |  
|Intersegment eliminations          |  |                                  | (123,200   | )                              |  
|                                   |  |                                  |            |                                |  
|Consolidated Revenue               |  | $                                | 13,891,200 |                                | $
|                                   |  |                                  |            |                                |  
|Pretax income (loss):              |  |                                  |            |                                |  
|Clearing Services                  |  |                                  | 450,900    |                                |  
|Retail Sales                       |  |                                  | (879,400   | )                              |  
|Investment Banking                 |  |                                  | 125,700    |                                |  
|                                   |  |                                  |            |                                |  
|                                   |  |                                  | (302,800   | )                              |  
|NM Holdings, Inc.                  |  |                                  | (241,600   | )                              |  
|Stockwalk.com                      |  |                                  | (1,359,400 | )                              |  
|Elimination                        |  |                                  | (150,900   | )                              |  
|                                   |  |                                  |            |                                |  
|Consolidated pretax income (loss): |  | $                                | (2,054,700 | )                              | $
|                                   |  |                                  |            |                                |  

9.  Subsequent Events

October 18, 1999, the Company completed the acquisition of Arnold Securities, Inc of Minneapolis, Minnesota. Arnold Securities offers discount brokerage
and Internet trading services to more that 13,000 active client's across the upper Midwest.

10.  Year 2000

The company has completed an assessment of its internal systems. Older personal computers have been upgraded to new systems that are Year 2000 compliant.
Conversion activities of internal mission critical systems have been completed. The Company will continue to review other non-critical areas for
compliance. To date, expenditures for Y2K have been expensed as incurred. Future projects are expected to result in minimal additional expenditures. The Company underwent a SEC review for compliance
with the Year 2000 computer issues and received its highest rating. The Company believes that it has taken steps to address the Year 2000 computer compliance issues and has obtained satisfactory
assurances that comparable steps have been taken by each of its major service vendors.



## 

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 46 brokerage
firms. Stockwalk.com, Inc. has commenced online securities trading though its website.

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, as well as legal expenses incurred in connection with customer
complaints typically predicated on investment losses, 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.

Three Months Ended September 30, 1999

Revenues

Trading profits were consistent with the same quarter in fiscal 1999. In assessing our exposure to overall market risk, the Company reduced it's equity levels
to approximately $1.0 million in the first quarter of fiscal year 2000. A level that is more appropriate for a public company with our capitalization.

Investment
banking revenue for the quarter ended September 30, 1999 was $2.6 million, an increase of $471,400 million or 21.9% percent from the quarter ended
September 30, 1998. This increase was driven by strong fees from our fixed income department.

Clearing
fee income for the quarter ended September 30, 1999 was $945,200, an increase of $261,400 or 38.2% over the same quarter in the prior year, reflecting growth in the
correspondent clearing business.

Other
income decreased $910,600 or 56.3% compared to the same quarter in fiscal 1999 due to a single large placement fee recognized in the prior year quarter. There were no similar
corresponding transactions in the current year second quarter.

Expenses

Employee compensation and benefits increased $634,600 or 9.8% over the prior year as we increased our overall staffing levels in several areas. Our clearing
division added a number of employees to help handle our increasing clearing volume. Additionally, we made several key hires in technology, private label sales, legal and accounting. We also increased
our staffing to address the development of our
online brokerage, Stockwalk.com. We expect staffing costs to continue to accelerate as Stockwalk.com further develops its online presence and acquires new accounts.

Clearing
fees expenses for the quarter ended September 30, 1999 totaled $607,100, a decrease of $107,200 or 15.0% percent from the quarter ended September 30, 1998,
which was primarily a result of reductions in payments required under the Private Brokers clearing corporation purchase agreement 1999. During the quarter ended September 30, 1999, our clearing
services department processed

146,821 tickets, compared to 110,040 tickets processed for the quarter ended September 30, 1998, an increase of 33 percent.

Occupancy
and equipment expense saw a small increase from $110,800 million for the quarter ended September 30, 1999 as our clearing division and
Stockwak.com, Inc. leased additional space. We expect occupancy expense to increase as additional space is leased to accommodate growth in our online brokerage, Stockwalk.com and our clearing
division.

Expenses
related to our communication needs for the quarter ended September 30, 1999 totaled $1.6 million, an increase of $392,900 or 31.7% from the quarter ended
September 30, 1998. Improvements in our wide area network, increases in volume-related changes with our service bureau, and the addition of various data services to the installed base
represented a significant portion of the increase. We will continue to bolster our technological resources to accommodate the expansion of the clearing services business and the development of our
on-line trading service.

Other
operating expenses for the first quarter of $2.4 million, increased $1.6 million over the prior quarter ended September 30, 1998. The increase is primarily
related to the development and promotion of the Company's online brokerage subsidiary, Stockwalk.com.

The
company's interest rate spread, interest income less interest expense, for the quarter was relatively unchanged from the previous year.

Six Months Ended September 30, 1999

Revenues

Revenues from trading profits decreased $1.8 million or 25.4% compared to the same quarter in fiscal 1999. A majority of the decline was due to trading
losses incurred as we significantly reduced our equity inventory positions during the first quarter of fiscal year ended March 2000. In assessing our exposure to overall market risk, we chose
to reduce our equity exposure to a level that is more appropriate for a public company with our capitalization.

Investment
banking revenue for the six months ended September 30, 1999 was $5.1 million, an increase of $892,800 or 21.3% from the six months ended September 30,
1998. This increase was driven by strong fees from our fixed income department.

Clearing
fee income for the six months ended September 30, 1999 was $2.1 million, an increase of $676,300 or 48.9% over the same six months in the prior year, reflecting
growth in the correspondent clearing business.

Other
income decreased $668,600 or 30.4% compared to the same quarter in fiscal 1999 due to a single large placement fee recognized in the prior year quarter. There were no similar
corresponding trasactions in the current year second quarter.

Expenses

Employee compensation and benefits increased $1.3 million or 10.2% over the prior year as we increased our overall staffing levels in several areas. Our
clearing division added a number of employees to help handle our increasing clearing volume. Additionally, we made several key hires in technology, private label sales, legal and accounting. We also
increased our staffing to address the development of our online brokerage, Stockwalk.com. We expect staffing costs to continue to accelerate as Stockwalk.com further develops its online presence and
acquires new accounts.

Clearing
fees expenses for the six months ended September 30, 1999 totaled $1.6 million, an increase of $263,800 or 20.4% from six months ended September 30,
19998, which was attributable to the growth in the company's clearing services business in fiscal 1999. During the six months ended

September 30, 1999, our clearing services department processed 312,220 tickets, compared to 225,541 tickets processed for the six months ended September 30, 1998, an increase of 38.4%.

Occupancy
and equipment expense saw a small increase as our clearing division leased addition space. We expect occupancy expense to increase as additional space is leased to
accommodate growth in our online brokerage, Stockwalk.com and our clearing division.

Expenses
related to our communication needs for the six months ended September 30, 1999 totaled $3.2 million, an increase of $619,300 or 24.2% from the six months ended
September 30, 1998. Improvements in our wide area network, increases in volume related changes with our service bureau, and the addition of various data services to the installed base
represented a significant portion of the increase. MJKI will continue to bolster our technological resources to accommodate the expansion of the clearing services business and the development of our
on-line trading service.

Other
operating expenses for the six months ended September 30, 1999, were 3.8 million or 136.8% over the prior six months ended September 30, 1998. The increase
reflects additional costs associated with the merger with NM Holdings, Inc. as well as certain promotional miscellaneous start-up costs of our online brokerage subsidiary,
Stockwalk.com.

The
Company's interest rate spread, interest income less interest expense, for the six months was relatively unchanged from the prior year.

Liquidity and Capital Resources

Our assets consist primarily of cash and assets readily convertible into cash. Securities 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.

Net
cash used for operating activities during the current six month period was $1,800,300 as a result of the reduction in net payables to customers and clearing organizations and an
increase in segregated securities and other assets being offset by the net payable increase to brokers and dealers.

The
Company's investing activities used $484,400 of cash in the six months ended September 30, 1999 as a result equipment purchased for the expansion of Stockwalk.com and the
clearing division, being offset by equipment sold under a Sale-leaseback financing agreement.

The
Company's financing activities used $494,500 in the six months ended September 30, 1999. The funds provided by the sale of 440,000 shares of the Company's common to
employees stock and options exercised were offset by payments made on the notes and reductions in short-term borrowings.

As
a securities broker-dealer, MJKI is required by Commission regulations to meet certain liquidity and capital standards. At September 30, 1999, we had net capital, as defined
in the Commission's Uniform Net Capital Rule (Rule 15c3-1), of $15.0 million, which exceeded the minimum net capital requirements by $12.7 million.

At
September 30, 1999, we had approximately $60 million in committed credit agreements, of which $30 million was utilized. Of this amount, approximately
$6.5 million was collateralized by customers' margin securities. An additional amount equal to approximately $23.5 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.

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:
November 11, 1999

By:
/s/JEFFREY L. HOUDEK

Jeffrey
L. Houdek
Principal Accounting Officer



## QuickLinks

STOCKWALK.COM GROUP, INC INDEX TO QUARTERLY REPORT FORM 10-Q

STOCKWALK.COM GROUP, INC. Pro-forma Statement of Financial Condition March 31, 1999 (Unaudited)

Pro-forma Statements of Operations Quarter Ended September 30, 1998 (Unaudited)Pro-forma Statements of Operations Six Months Ended September 30, 1999 (Unaudited)

Pro-forma Statements of Operations Six Months Ended September 30, 1998 (Unaudited)

Adjustment Notes to unaudited Pro-forma Financial Statements

STOCKWALK.COM GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS