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 August 31, 1997                    Commission File No. 0-22907


                          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 August 31, 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 August 31, 1997 
            (Unaudited) and May 31, 1997...............................  3

            Statements of Operations (Unaudited) 
            for the three months ended August 31, 1997 and 1996........  4

            Statements of Cash Flows (Unaudited) 
            for the three months ended August 31, 1997 and 1996........  5

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


Item 2.     Management's Discussion and Analysis or Plan of Operation..  8


            PART II.       OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K...........................  9


            Signatures.................................................  9

                                       2
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                                 Balance Sheets


                                     ASSETS


                                                     August 31,         May 31,
                                                       1997              1997
                                                    -----------      ----------
                                                    (Unaudited)

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


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities:
   Due to officers/stockholders                     $    95,354      $   68,979

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                                 (119,080)        (92,705)
                                                    -----------      ----------
              Total stockholders' deficit               (95,354)        (68,979)
                                                    -----------      ----------

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

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

                                       3
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                      Statements of Operations (Unaudited)


                                                      Three            Three
                                                   Months Ended     Months Ended
                                                    August 31,       August 31,
                                                       1997             1996
                                                   ------------     ------------

Costs and expenses:
   General and administrative, related party        $    26,375      $    2,000
                                                    -----------      ----------

Net loss                                            $   (26,375)     $    2,000
                                                    ===========      ==========

Loss per common share                               $      (.42)     $     (.03)
                                                    ===========      ==========

Weighted average shares outstanding                      62,515          62,515
                                                    ===========      ==========

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

                                       4
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                      Statements of Cash Flows (Unaudited)


                                                       Three            Three
                                                   Months Ended     Months Ended
                                                     August 31,       August 31,
                                                        1997             1996
                                                   ------------     ------------

Cash flows from operating activities:
   Net loss                                        $    (26,375)    $    (2,000)
   Adjustments to reconcile net loss to net cash
      provided by operating activities:
      Amortization                                           --              --
      Increase in amounts due to
        officers/stockholders                            26,375           2,000
                                                   ------------     -----------

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

    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. 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.  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.

As shown in the  financial  statements,  as of August 31, 1997,  the Company has
incurred an accumulated  deficit of approximately  $119,100 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 included the enactment date.

Fair Value of Financial Instruments

The fair value of the  Company's  payable  due to  officers/stockholders  is not
practicable  to  estimate  due to the  related  party  nature of the  underlying
transactions and the indefinite payment terms.

Loss Per Common Share

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

                                       6
<PAGE>
 
                         WHITNEY AMERICAN CORPORATION
                    Notes to financial Statements (Unaudited)


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, 1997.

                                       7
<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 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 in exchange for 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.

The Company on July 30, 1997 filed a registration statement on Form 8-A with the
SEC (File No.  0-22907) which  automatically  became  effective on September 28,
1997.

LIQUIDITY AND CAPITAL RESOURCES

The Company did not realize any cash from equity  financing  activities  in 1997
and has no line of credit or similar credit  facility  available to it. However,

                                       8
<PAGE>

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.

As of August 31,  1997,  the Company  has  incurred  an  accumulated  deficit of
approximately $119,100 and has no cash or other significant assets. As of August
31, 1997,  the Company was  indebted to its  President,  Stephen M. Siedow,  for
accounting  services  and  costs  advanced  in the  amount of  $69,985,  and was
indebted to its  Secretary and outside  counsel,  John D. Brasher Jr., for legal
fees in the amount of $25,369.

RESULTS OF OPERATIONS

During the quarter  ended August 31, 1997 (first  fiscal  quarter of this year),
the  Company  had no  revenues  and did not  engage in any active  business  but
incurred a loss of  $26,375.  Expenses  for this  period  related  primarily  to
accounting  fees,  legal fees and other costs incurred with bringing the Company
current in its SEC  filings.  The Company had no revenues but incurred a loss of
$2,000 for the fiscal quarter ended August 31, 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: October 1, 1997


                                                    WHITNEY AMERICAN CORPORATION



                                                    By /s/ Stephen M. Siedow
                                                    ----------------------------
                                                    Stephen M. Siedow, President

                                       9