SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB



               Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended February 28, 1997               Commission File No. 33-17397-D


                          WHITNEY AMERICAN CORPORATION
             (Exact name of Registrant as specified in its charter)

   
              DELAWARE                                         84-1070022
    (State or other jurisdiction of                    (I.R.S. Empl. Ident. No.)
     incorporation or organization)


      12373 E. Cornell Avenue
         Aurora, Colorado                                        80014
(Address of Principal Executive Offices)                       (Zip Code)


                                 (303) 337-3384
              (Registrant's Telephone Number, including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
at least the past 90 days.

      Yes      No   X

The number of shares  outstanding of each of the Registrant's  classes of common
equity, as of February 28, 1997 are as follows:

        Class of Securities                                  Shares Outstanding
   Common Stock, $.00001 par value                                62,515


<PAGE>



                                      INDEX


                          
                                                                         Page of
                                                                          Report

            PART I.        FINANCIAL INFORMATION


Item 1.     Financial Statements.

            Balance Sheets as of February 28, 1997  
            (Unaudited)and May 31,1996...................................   3

            Statements of Operations (Unaudited) 
            for the nine months ended February 28, 1997 and 1996.........   4

            Statements of Cash Flows (Unaudited) 
            for the nine months ended February 28, 1997 and 1996.........   5

            Notes to Financial Statements (Unaudited)....................   6


Item 2.     Management's Discussion and Analysis or Plan of Operation....   9


            PART II.       OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K............................    10


            Signatures..................................................    10

                                       2
<PAGE>                    
                             
                          WHITNEY AMERICAN CORPORATION
                                 Balance Sheets

<TABLE>

<CAPTION>

                                     ASSETS

<S>                                                          <C>               <C>   

                                                              February 28,         May 31,    
                                                                 1997               1996
                                                              -----------       -----------
                                                              (Unaudited)

Assets                                                        $        --       $        --
                                                               ==========        ========== 



                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:                                       
   Due to officers/stockholders                               $    34,643       $    11,160

Stockholders' deficit:
   Preferred stock; $.00001 par value; authorized -
      5,000,000 shares; issued - none                                  --                --
   Common stock; $.00001 par value; authorized -
      50,000,000 shares; issued and outstanding -
      62,515 shares                                                     1                 1
   Additional paid-in capital                                      23,725            23,725
   Accumulated deficit                                            (58,369)          (34,886)
                                                               ----------        ----------
              Total stockholders' deficit                         (34,643)          (11,160)
                                                               ----------        ----------

                                                              $        --       $        --
                                                               ==========        ==========

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        3
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                      Statements of Operations (Unaudited)


<TABLE>
<S>                                                      <C>               <C>   
                                             
                                                              Nine            Nine
                                                          Months Ended     Months Ended
                                                          February 28,     February 28,
                                                              1997             1996
                                                          ------------     ------------


Costs and expenses:
   General and administrative                             $     17,803     $         --
                                                           -----------      -----------

Net loss                                                  $    (17,803)    $         --
                                                           ===========      ===========

Loss per common share                                     $       (.28)    $         --
                                                           ===========      ===========

Weighted average shares outstanding                             62,515           62,515
                                                           ===========      ===========
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        4
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                      Statements of Cash Flows (Unaudited)


<TABLE>
<S>                                                      <C>               <C>   
                                             
                                                              Nine            Nine
                                                          Months Ended     Months Ended
                                                          February 28,     February 28,
                                                              1997             1996
                                                          ------------     ------------
                                                              


Cash flows from operating activities:
   Net loss                                               $    (17,803)    $         --
   Adjustments to reconcile net loss to net cash
      provided by operating activities:
      Amortization                                                  --               --
      Increase in amounts due to
        officers/stockholders                                   17,803               --
                                                           -----------      -----------

        Net cash used in operating activities                       --               --
                                                           -----------      -----------

Cash flows from investing activities:
   Organization costs                                               --               --
                                                           -----------      -----------

        Net cash used in investing activities                       --               --
                                                           -----------      -----------

Cash flows from financing activities:
   Proceeds from sale of common stock                               --               --
                                                           -----------      -----------

       Net cash provided by financing activities                    --               --
                                                           -----------      -----------

Net increase (decrease) in cash                                     --               --
Cash at beginning of period                                         --               --
                                                           -----------      -----------

Cash at end of period                                     $         --     $         --
                                                           ===========      ===========

</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                        5
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to Financial Statements (Unaudited)

                                                     
Note A - Summary of Significant Accounting Policies

Description of Business

The financial  statements  presented are those of Whitney  American  Corporation
(the  "Company").  The Company was incorporated on June 18, 1987, under the laws
of the State of Delaware. The Company's initial activities were directed towards
the raising of capital.  Pursuant to an  Agreement  and Plan of  Reorganization,
Industrial Waste Processing,  Inc. a Nevada corporation ("IWP"), was merged into
the Company on October 20, 1988 and subsequently  changed its name to Industrial
Waste  Processing,  Inc. In February  1997,  the Company filed with the Delaware
Secretary  of  State a  Certificate  of  Amended  and  Restated  Certificate  of
Incorporation  that,  among other  things,  changed the  Company's  name back to
Whitney American Corporation.

IWP was  organized on May 25, 1988 for the purpose of treating and  neutralizing
hazardous waste from  manufactures and landfills through  proprietary  processes
and recycling of metals and other materials of value,  initially through the use
of mobile toxic treatment vans known as Transportable Treatment Units ("TTU's").
IWP, and later the Company,  completed the  construction of its initial TTU. The
TTU's  never  became  operational  because of a lack of funds and because of the
inability of the Company to perfect its  technological  processes.  On April 17,
1989,  the  Company's  parental  affiliate  Pacific  Energy and  Mining  Company
("PEMC")  reacquired  all of the  significant  assets of the Company and assumed
approximately $542,000 of the Company's outstanding obligations. The Company has
been inactive since April 1989, and has no significant assets.

As shown in the financial  statements,  as of February 28, 1997, the Company has
incurred an accumulated  deficit of  approximately  $58,400 and has no cash. The
Company's  continuation  in  existence  is  dependent on its ability to generate
sufficient cash flow to meet its obligations on a timely basis. Accordingly, the
financial  statements  do not include any  adjustments  that might be  necessary
should the Company be unable to continue in  existence.  Subsequent  to February
12, 1997, the Company has been exploring  sources to obtain additional equity or
debt  financing.  The Company has also indicated its intention to participate in
one or more as yet unidentified business ventures,  which management will select
after reviewing the business opportunities for their profit or growth potential.

Income Taxes

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are  expected  to reverse.  The effect on  deferred  tax assets and
liabilities  of a  change  in  tax  rates  is  recognized  in the  statement  of
operations in the period that includes the enactment date.

                                       6
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to financial Statements (Unaudited)


Loss Per Common Share

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average shares outstanding during the period.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reporting  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

Unaudited Financial Statements

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared on the accrual basis and in accordance  with the  instructions  to Form
10-QSB and do not  include  all of the  information  and  footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals) considered necessary for a fair presentation have been included. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's annual report on Form 10-KSB for the
fiscal year ended May 31, 1996.

Note B - Subsequent Events

Restructuring of Company

On February 12, 1997, the Company's shareholders approved a restructuring of the
Company's  authorized and outstanding  capital through (1) a 1:100 reverse stock
split, (2) an increase in the Company's  authorized  capital stock to 50,000,000
shares of common stock and 5,000,000  shares of preferred stock, (3) a change in
par value to $.00001  per share for both the common and  preferred  stock of the
Company,  and (4) a change  in the name of the  Company  from  Industrial  Waste
Processing,  Inc.  to its  original  name,  Whitney  American  Corporation.  The
Company's  shareholders  also approved  changes to the Company's  Certificate of
Incorporation  limiting the  liability of directors of the Company under certain
circumstances.  All share and per share  amounts  have been  restated to reflect
this restructuring.

1997 Stock Option Plan

The Company has adopted a stock  option plan (the "CSO Plan")  which  allows for
the  issuance  of  options  to  purchase  up to  2,000,000  shares  of  stock to
employees,  officers,  directors and consultants of the Company. The CSO Plan is
not intended to qualify as an "incentive stock option plan" under Section 422 of


                                       7
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to financial Statements (Unaudited)


the  Internal  Revenue  Code.  Options  will be  granted  under  the CSO Plan at
exercise  prices to be  determined  by the Board of  Directors or other CSO Plan
administrator.  The Company will incur  compensation  expense to the extent that
the market value of the stock at date of grant exceeds the amount the grantee is
required to pay for the options. No options have been granted under the CSO Plan
to date.

1997 Employee Stock Compensation Plan

The Company has adopted an  employee  stock  compensation  plan (the "ESC Plan")
which allows for the issuance of up to 1,500,000  shares of stock to  employees,
officers,  directors  and  consultants  of the  Company.  The Company will incur
compensation  expense to the  extent  the  market  value of the stock at date of
grant exceeds the amount the employee is required to pay for the stock (if any).
The ESC Plan will be  administered  by the Board of  Directors or a committee of
directors. No stock has been awarded under the ESC Plan to date.

                                       8
<PAGE>

Item 2.     Management's Discussion and Analysis or Plan of Operation

FORWARD LOOKING STATEMENTS

This report contains certain forward-looking statements and information relating
to the  Company  that are  based on the  beliefs  of its  management  as well as
assumptions made by and information currently available to its management.  When
used in this report, the words "anticipate",  "believe",  "estimate",  "expect",
"intend",  "plan" and similar expressions,  as they relate to the Company or its
management,   are  intended  to  identify  forward-looking   statements.   These
statements  reflect  management's  current  view of the Company  with respect to
future events and are subject to certain risks,  uncertainties  and assumptions.
Should any of these risks or  uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described in this report as  anticipated,  estimated or expected.  The Company's
realization  of its business aims will depend in the near future  principally on
the successful completion of its acquisition of operations as discussed below.

BUSINESS

Whitney American Corporation, a Delaware corporation (the "Company") has not had
active business operations since April, 1989, other than occasionally  searching
for a business or venture to acquire as described below.

The Company has no operations or source of revenues. The Company's business plan
at this  time is to seek to  acquire  assets  of or an  interest  in a small  to
medium-size  company  or  venture  actively  engaged  in a  business  generating
revenues or having  immediate  prospects of  generating  revenues and to thereby
become  operational.  The  Company  plans to  acquire  such  assets or shares by
exchanging therefor the Company's securities. In order to avoid becoming subject
to regulation under the Investment Company Act of 1940, as amended,  the Company
does not intend to enter into any transaction  involving the purchase of another
corporation's  stock unless the Company can acquire at least a majority interest
in that corporation. The Company has not identified any industry, segment within
an  industry  or type  of  business,  nor  geographic  area,  in  which  it will
concentrate  its  efforts,  and any assets or  interest  acquired  may be in any
industry or location, anywhere in the world. The Company will give preference to
profitable  companies or ventures  with a significant  asset base  sufficient to
support a listing on a national  securities  exchange or quotation on the NASDAQ
system. Members of the Company's management,  all of whom are devoting part time
to the Company's  affairs,  will conduct the  Company's  search for an operating
business or venture to acquire.  There is no assurance  that the Company will be
successful  in this endeavor or that any  business,  venture or assets  acquired
will be profitable.

LIQUIDITY AND CAPITAL RESOURCES

The Company did not realize any cash from equity  financing  activities  in 1996
and has no line of credit or similar credit  facility  available to it. However,
the Company currently pays no salaries or rent, has little in the way of general
or administrative  overhead expenses,  and has and will have no material capital
commitments  unless and until it is able to acquire a  business  or assets.  The
Company  has  little  in the  way of  expenses,  therefore,  except  for  legal,
accounting and other  expenses  related to filing of reports with the Securities
and Exchange Commission.  The Company believes that cash advances available from
shareholders will be sufficient to cover its out-of-pocket expenses for at least
the next twelve months.

                                       9
<PAGE>

As of February 28,  1997,  the Company has  incurred an  accumulated  deficit of
approximately  $58,400  and has no  cash  or  other  significant  assets.  As of
February 28, 1997, the Company was indebted to its President, Stephen M. Siedow,
for  accounting  services and costs  advanced in the amount of $28,022,  and was
indebted to its  Secretary and outside  counsel,  John D. Brasher Jr., for legal
fees in the amount of $6,621.

RESULTS OF OPERATIONS

During the quarter ended  February 28, 1997 (third fiscal quarter of this year),
the  Company  had no  revenues  and did not  engage in any active  business  but
incurred a loss of $17,803.  Expenses  for this period  consisted  primarily  of
professional  fees.  The Company had no  operations  or losses during the fiscal
quarter ended February 28, 1996.


Item 6.       Exhibits and Reports on Form 8-K

              (a)     Exhibits.  NONE.

              (b)     Reports on Form 8-K.  NONE



                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  Report  on Form  10-QSB to be  signed  on its  behalf by the  undersigned,
thereunto duly authorized.

DATED: July 8, 1997


                                                    WHITNEY AMERICAN CORPORATION




                                                    By /S/ Stephen M. Siedow
                                                    ............................
                                                    Stephen M. Siedow, President

                                       10

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