<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 1996
Commission file number 0-15210
AUTOCORP EQUITIES, INC.
(Formerly Chariot Entertainment, Inc.)
Exact name of registrant as specified in its charter
NEVADA 87-0522501
(State of Incorporation) (I.R.S. Employer ID#)
7373 Scottsdale Mall Suite 15
Scottsdale, Arizona 85251
(Address of principal office & Zip Code)
(602) 970-5308
(Registrants 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 and Exchange act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for the past 90
days. Yes _____ No ______
Common Stock, $.001 par value 4,695,964
(Title of class) (Number of shares
outstanding 6/30/96)
<PAGE> 2
ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business
The Company was incorporated on January 2, 1986 under the name VIVATAE,
INC. and completed its initial public offering in May 1986. In November 1986,
the Company acquired all of the outstanding stock of Eagle Entertainment, Inc.
(EEI) and changed its name to EAGLE ENTERTAINMENT, INC. Through its
subsidiaries, PERFORMANCE GUARANTEES INC. and EEI, the Company provided
performance guarantees for motion picture productions.
In September 1990, the Company divested its subsidiaries, EEI and PGI,
and acquired TYNDALL MOTOR COMPANY and FAMILY FINANCE COMPANY, INC. in
the
retailing and financing of motor vehicles.
On January 3, 1992 the Company changed its name to EAGLE HOLDINGS, INC.
On September 30, 1992 the Company sold TYNDALL MOTOR COMPANY. In January
1993, the Company acquired MARTIN MOTORS, INC. The Company changed its name
to EAGLE AUTOMOTIVE ENTERPRISES, INC. in October 1993.
On March 28, 1994, the Company agreed to spin-off MARTIN MOTORS, INC. and
FAMILY FINANCE COMPANY, INC. and acquired Diamond Entertainment II, Inc., a
Utah corporation licensed by the Samuel Goldwyn Company to produce live
productions of the "American Gladiators".
On April 6, 1994, the Company changed its name to CHARIOT ENTERTAINMENT,
INC.
On June 15, 1994 the Company completed a private placement sale of
400,000 shares of its common stock to Corommandel Investments Limited at a
price of $360,000 pursuant to Regulation S.
On June 30, 1994, the Company exchanged all of its shares in Martin
Motors, Inc. for one million of the Company's Class B preferred shares in a
transaction that completed the March 28, 1994 divestiture of all interest the
Company previously had in automobile dealerships.
Effective August 16, 1994, the common stock of the Company was reversed
on a 3 to 1 ratio changing the number of issued and outstanding shares from
10,480,829 to 3,493,609.
In September 1994, the Company terminated its relationship with M&M
Investments, Inc. for its failure to perform under a funding agreement for the
production costs of the "American Gladiators" live production at the Imperial
Palace Hotel and Casino in Las Vegas, Nevada.
<PAGE> 3
On September 23, 1994, Stanley F. Wilson and Mark R. Moldenhauer joined
Lyle Boss and Cord Beatty as members of the board of directors.
On November 16, 1994, Mr. Boss and Mr. Beatty resigned as officers and
directors of the Company. Mr. Wilson was elected President and Mr.
Moldenhauer, Secretary.
On November 16, 1994, the Company sold all of its stock in AM-GLAD
Entertainment, Inc., a subsidiary acquired in March 1994, and Diamond
Entertainment II, Inc. to Diamond Entertainment, L.C., a company owned and
controlled by Lyle Boss and Cord Beatty. AM-GLAD Entertainment, Inc. and
Diamond Entertainment II, Inc. held the licensing rights for the production of
the "American Gladiators" live productions in Las Vegas, Nevada. The Company
reserved a royalty from any future revenues of said production, if any.
On December 5, 1994, the Company assigned its rights in a certain lease
with the Oceanwalk Mall at the Hollywood Beach Hotel, Hollywood, Florida to
Fuji Capital, Inc. in consideration for advertising due bills from the
American Independent Network.
On December 31, 1994, the Goldwyn Licensing Agreement expired and the
Company re-entered the business development stage.
On March 23, 1995, Mr. Moldenhauer resigned as an officer and director of
the Company.
On June 28, 1995, On-Line Consulting, Inc., a wholly owned subsidiary,
divested certain certificates of deposit issued by Commercial Bank Sinektika
by assigning any and all rights it had to the certificates and/or any proceeds
therefrom to Western Omni Trust.
On July 12, 1995, the Company succeeded in having four lawsuits filed by
previous management dismissed with prejudice.
On October 13, 1995, as a Guarantor under a fuel supply agreement of a
previous subsidiary, the Company consented to a Judgment to Pacific Southwest
Resources, Inc. PSR had previously filed Chapter Seven bankruptcy in January
1994. The Company is in settlement negotiations with the PSR bankruptcy
trustee and is optimistic that a favorable settlement can be reached.
On November 1, 1995, the Company, without admitting or denying
liability, voluntarily consented to an injunction pursuant to a settlement
<PAGE> 4
with the Salt Lake City office of the Securities and Exchange Commission
(SEC). The settlement culminated an investigation of actions taken by
previous management and resulted in no monetary fines or penalties against the
Company or current management.
On February 1, 1996, the Company entered into a Financial Consulting
Agreement with Warwick-Clarendon Investors, Ltd for Warwick to provide
financial public relations, securities market-making and investment/merchant
banking services to the Company.
On May 6, 1996, the Company engaged Crouch, Bierwolf & Chisholm,
Certified Public Accountants, to perform a financial audit and periodic review
of the books and records of the Company for the periods from March 31, 1994 to
present.
On May 16, 1996, in partial satisfaction of monies owed to Stanley F.
Wilson, the President of the Company, the Company transferred all of its stock
in On-Line Consulting, Inc., a wholly owned subsidiary, to Optimum
Investments, Inc., a Nevada company owned by Stanley F. Wilson. The sole
asset of On-Line was stock in the Company.
On September 24, 1996, the Company received a cash settlement from Ford
Motor Company pursuant to a Settlement Agreement with a confidentiality clause
prohibiting disclosure of the terms except as required by law. The settlement
was of claims made by the Company for damages caused in 1993 by Ford's
imposition of its policy against public ownership and control of Ford
dealerships.
On September 26, 1996, the Denver office of the SEC completed its private
investigation begun in July 1993 and took no action against the company or any
of its current officers or directors.
On September 27, 1996, Seven H Corporation vs. Eagle Holdings, Inc., the
sole remaining litigation involving the Company, was dismissed with
prejudice.
On September 30, 1996, the Company changed its name to AUTOCORP EQUITIES,
INC., in anticipation of attracting a business combination candidate in the
automotive industry.
On October 9, 1996, the Company settled three claims for the collection
of receivable accounts resulting from the sale of the Company's securities.
Pursuant to the Settlement Agreements, the Debtors have delivered 324,000
shares of the Company's common stock to an Escrow Agent to be sold by the
Escrow Agent on behalf of the Debtors if and when the market price of the
Company's shares reach $1.00 per share. The settlement entitles the Company
<PAGE> 5
to the proceeds as satisfaction of the debt.
On October 10, 1996, the Company sold and assigned any and all rights it
had to the payment of a debt owed to the Company in consideration of the
Assignee granting the Company the right to the proceeds from the Assignee's
future sale of its previously issued shares of the Company. Pursuant to that
Agreement, the Assignee has delivered 74,000 shares to an Escrow Agent for
sale on its behalf if and when the market price of the Company's shares reach
$1.00 per share.
On November 18, 1996, the Company entered into stock subscription
agreements with two subscribers who delivered funds in the amount of $150,000
to an Escrow Agent to be held in escrow subject to the completion of an
acquisition of new car dealership(s).
Since January 1, 1995 to the present, the Company has restricted its
conduct to business development activities in an effort to prepare the Company
for a business combination beneficial to its shareholders. The Company is in
various stages of discussions with several potential merger or acquisition
candidates.
(b) Financial Information about Industry Segments
The Company does not presently have separate industry segments.
(c) Narrative Description of the Business
The Company's current business plan is to seek one or more potential
business ventures anywhere in the United States which in the opinion of
management warrant involvement by the Company. The Company recognizes that
because of its limited financial, managerial and other resources, the type of
suitable potential business ventures which may be available to it will be
extremely limited. The Company's principle business objective will be to seek
long term growth potential in the business venture rather than to seek
immediate short term earnings. The Company will not restrict its search to
any particular business or industry but may participate in a business venture
of essentially any kind or nature. It is emphasized that the business
objectives discussed herein are extremely general and are not intended to be
restrictive upon the discretion of management.
The Company will be subject to certain reporting obligations to the
Securities and Exchange Commission and must submit information about
significant acquisitions including certified financial statements for up to
three prior fiscal years. Thus, it is the intention of management to look for
<PAGE> 6
acquisition candidates which can meet these requirements.
The Company will not restrict its search for any specific kind of firms,
but may acquire a venture in its preliminary or development stage, may
participate in a business which is already in operation or in a business in
various stages of its corporate existence. It is impossible to predict at
this stage the status of any venture in which the Company may participate
because any such venture may need additional capital, may merely desire to
have its shares publicly traded, or may seek other perceived advantages which
the Company may offer. In some instances, the business endeavors may involve
the acquisition or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading market for its
common stock.
The Company may acquire a business venture by conducting a reorganization
involving the issuance of securities in the Company. Due to the requirements
of certain provisions of the Internal Revenue Code of 1954 (as amended), in
order to obtain certain beneficial tax consequences in such reorganizations,
the number of shares held by all present shareholders of the Company prior to
such transaction or reorganization, may be substantially less than the total
outstanding shares held by such shareholders in any reorganized entity. As
noted above, such a transaction may be based upon the sole determination of
management without any vote or approval by the shareholders of the Company.
The result of any such reorganization could be additional dilution to the
shareholders of the Company prior to such reorganization. If the Company were
to issue substantial additional securities in any such reorganization, or
otherwise, such issuance may have an adverse effect on any trading market
which may develop in the Company's securities in the future.
ITEM 2. OFFICE FACILITIES AND EMPLOYEES
The Company shares a 1,800 sq. ft. office space at 7373 Scottsdale Mall
Suite 15, Scottsdale, Arizona 85251 which is being provided at no charge by
the President of the Company. The Company has no employees.
ITEM 3. PROPERTIES
The Company presently has no properties, no significant assets and no
working capital.
<PAGE> 7
ITEM 4. LEGAL PROCEEDINGS
Currently there are no material legal or regulatory proceedings to which
the Company is a party and no such proceedings are known by management to be
threatened or contemplated against the Company.
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 6. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS
(a) Market Information
The Company's common stock is traded in the over-the-counter market and
is reported in the "pink sheets" under the symbol "GLADD". The following
table shows, for the periods presented, the high and low closing bid
quotations for the common stock. The quotations represent prices between
dealers and do not include retail markups, markdowns, or commissions and may
not reflect actual transactions.
<TABLE>
<CAPTION>
PERIOD ENDING (QUARTER) BID HIGH BID LOW
<S> <C> <C>
Sept. 30, 93 $4.00 $2.50
Dec. 31, 93 $3.36 $1.50
Mar. 30, 94 $2.20 $0.50
June 30, 94 $3.36 $1.20
Sept. 30, 94 $0.50 $0.50
Dec. 31, 94 $0.10 $0.10
Mar. 30, 95 $0.05 $0.05
June 30, 95 $0.05 $0.05
Sept. 30, 95 $0.05 $0.05
Dec. 31, 95 $0.05 $0.05
Mar. 30, 96 $0.05 $0.05
June 30, 96 $0.12 $0.12
</TABLE>
<PAGE> 8
(b) Holders
The approximate number of record holders of the Company's common stock as
of October 29, 1996 is 300.
(c) Dividends
The Company has not paid any cash dividends to date and does not
anticipate or contemplate paying dividends in the foreseeable future. It is
the present intention of management to utilize all available funds for the
development of the Company's business.
ITEM 7. SELECTED FINANCIAL DATA
The Company is authorized to issue 110,000,000 shares of its common stock
with a par value of $.001.
ITEM 8. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
The Company is a development stage company. The following discussion of
the operations and financial condition should be read in conjunction with the
audited financial statements and notes thereto appearing elsewhere in this
Form 10-KSB. As set forth in Item 1, currently the Company has no on going
operations.
Liquidity and Capital Resources:
For the twelve months ending June 30, 1996, the Company had total assets
of $400,000 and total stockholders equity of $83,407. During the same period
the Company had no current assets and current liabilities of $316,593 which
results in a substantial lack of liquidity. The Company's capital resources
does not include cash and its single asset consists of an advertising credit.
For the period ending June 30, 1995, the Company had total assets of $494,606
and total stockholder's equity of $396,510. During the same period the
Company had current assets $94,606 and current liabilities of $98,096. The
Company continues to experience a liquidity problem with no cash reserves as
of June 30, 1996. Historically the Company's working capital needs have been
satisfied through financing activities primarily consisting of the sale of
shares of the Company's Common Stock. The Company anticipates meeting its
working capital needs during the current fiscal year primarily with proceeds
resulting from the private placement of Company securities. The Company has
in escrow $150,000 in cash and notes to be released upon the closing of an
acquisition of a retail automobile dealership.
<PAGE> 9
At June 30, 1996, the Company showed an operating loss of $313,103. The
Company believes that it will require additional funds to cover the costs
(primarily legal and accounting) to continue its plan of acquisition, meeting
its reporting obligations under the Exchange Act and supporting general and
administrative overhead. The Company will seek to borrow such funds and/or
raise such funds through the private or public sale of its Common Stock. No
assurances can be given that such financing will be available or that it can
be obtained on terms satisfactory to the Company. If the Company is unable to
secure financing from the sale of its securities or from private lenders,
management believes that the Company will be unable to continue with its
current business plan. In the opinion of management, inflation has not had a
material effect on the operations of the Company.
During the next twelve months the Company will stress the acquisition of
existing retail automobile dealerships. The Company is currently
contemplating undertaking a new offering of its debt and/or equity securities
in order to achieve its business objectives over the next twelve months.
Unless the Company is able to raise additional capital from borrowing or the
sale of corporate debt and/or equity securities, the Company will encounter a
shortage of capital to accomplish its business objectives.
Results of Operations:
Included herein are audited financial statements of the Company covering
the 12 month period ending June 30, 1996. For the years ended June 30, 1994,
1995 and 1996, the Company had net operating loss of ($6,910,305),
($1,144,688), ($313,103), respectively on total revenues of $78,365, $0.00,
$0.00 respectively. The Company has short term debts consisting of past due
trade payables, a demand note due to the President of the Company and an
outstanding judgment. The Company is still in the development stage and at
present has no on going operations. However, the Company has entered into a
non-binding Letter of Intent for the acquisition of two existing retail
automobile dealerships. Should the Company successfully complete the
acquisition then during 1997 the Company will be the subject of on going
operations.
ITEM 9. FINANCIAL STATEMENTS
The Independent Auditor's Report and Consolidated Financial Statements
of the Company, including the notes, are set forth on pages F-1 through F-11
and are hereby incorporated by reference.
<PAGE> 10
ITEM 10. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
No independent accountant has resigned or has been dismissed by the
Company as a result of any disagreements on accounting principles and
practices and financial statement disclosures and nor has the Company received
an adverse or qualified opinion during the past two years.
PART III
ITEM 11. DIRECTORS AND EXECUTIVE OFFICERS
(a) Identification of Directors
The directors of the Company are as follows:
Stanley F. Wilson, 48, Chairman, Director
(b) Identification of Executive Officers
The Executive Officers of the Company are as follows:
Stanley F. Wilson - CEO, President, Secretary
(c) Significant Employees
The Company has no significant employees.
(d) Family Relationships
There are no family relationships existing in the
Company.
(e) Business Experience
1. Background. Stanley F. Wilson, 48, is an attorney and former
automotive executive. In his law practice he specialized in the
representation of franchised new car and truck dealers from 1979 to 1988. Mr.
Wilson holds a Juris Doctorate degree from the University of Nebraska (1974);
BA from Arizona State University (1970); and also served as Executive Vice
President of the Arizona Automobile Dealers Association (1988-92) and General
Counsel to the Nebraska New Car & Truck Dealers Association (1979-88). Mr.
Wilson was President of the Company from October 1993 to March 28, 1994 when
it was known as Eagle Automotive Enterprises, Inc. Mr. Wilson, a former
County Court Judge for Lancaster County, Nebraska (1983-86), is owner and
President of Optimum Investments, Inc. (1994 to present) and Family Finance
Company, Inc. (1994 to present).
<PAGE> 11
2. Directorships. Stanley F. Wilson, President of the Company, is
a director of Optimum Investments, Inc. and Family Finance Company, Inc.
(f) Involvement in Certain Legal Proceedings
Stanley F. Wilson, President of the Company, is a joint defendant in a
disputed Iowa action (VanDenberg vs. Lieske et. al.) in which a personal
guarantor of a debt is seeking to be held harmless.
(g) Compliance with Section 16(a) of the Exchange Act
Not applicable.
ITEM 12. EXECUTIVE COMPENSATION
(a) Cash Compensation
Stanley F. Wilson, President of the Company, during past and current
years is accruing a salary at the rate of $7,500 per month.
(b) Compensation Pursuant to Plans
The Company adopted an Employee Incentive Stock Option Plan on December
16, 1993. On November 29, 1994, the Company granted a stock option to Stanley
F. Wilson, President of the Company, for the purchase of 400,000 shares at the
option price of $0.37 per share with the option shares to be registered by the
Company pursuant to an S-8 registration.
(c) Other Compensation
There is no other compensation paid to executive
officers.
(d) Compensation of Directors
None.
ITEM 13. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND
MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
The following table sets forth as of December 3, 1996, the stock
ownership of each person known by the company to be the beneficial owner of
more than 5% or more of the Company's common or preferred stock.
<PAGE> 12
Stock Name and Address Ownership %
Common Flagstar Holdings, Ltd 714,285 15
55 Frederick St
Nassau, Bahamas
Common Optimum Investments, Inc. 500,000 11
7373 Scottsdale Mall #15
Scottsdale, Arizona 85251
Common Flor-Jon Films, Inc 260,800 7
(address not available from transfer agent)
Common Stanley F. Wilson 250,000 6
6711 E. Camelback Road
Scottsdale, Arizona 85251
Note: Mr. Wilson, President of the Company, owns 100% of the stock of Optimum
Investments, Inc., a Nevada corporation.
(b) Change in Control
On March 28, 1994, the Company completed a share exchange agreement
whereby the sharholders of Diamond Entertainment II, Inc. received 5.5M shares
of the Company's common stock in exchange for 100% of the shares of Diamond
Entertainment II, Inc.
ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of June 30, 1996, the Company was indebted to Stanley F. Wilson,
President of the Company, in the amount of $107,442 for accrued salary, loans
to the Company and expenses paid, all of which comprises a note payable to Mr.
Wilson.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. Financial Statements examined and reported upon by Crouch, Bierwolf
and Chisholm, Independent Certified Public Accountants, containing Balance
Sheets at June 30, 1994, 1995, 1996 and Statements of Operations,
Shareholder's Equity and Cash Flows for the those periods.
<PAGE> 13
Chariot Entertainment, Inc.
(A Development Stage Company)
Financial Statements
June 30, 1996, 1995, and 1994
<PAGE> 14
C O N T E N T S
Independent Auditor's Report 3
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity 6
Statements of Cash Flows 8
Notes to the Financial Statements 9
<PAGE> 15
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Chariot Entertainment, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Chariot Entertainment, Inc.
as of June 30, 1996, 1995, and 1994 and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Chariot Entertainment, Inc.
as of June 30, 1996, 1995, and 1994 and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
Crouch, Bierwolf, and Chisholm
November 10, 1996
<PAGE> 16
Chariot Entertainment, Inc.
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
June 30
1996 1995 1994
ASSETS
Current Assets
<S> <C> <C> <C>
Cash $ - $ - $ 325
Barter credits - 94,606 -
Prepaid expenses - - 149,874
License - - 658,319
Total Current Assets - 94,606 808,518
Other Assets
Prepaid advertising 400,000 400,000 -
Prepaid rent - - 397,000
Total Other Assets 400,000 400,000 397,000
Total Assets $ 400,000 $ 494,606 $1,205,518
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
<S> <C> <C> <C>
Accounts payable $ 31,552 $ 98,096 $ 11,273
Notes payable - related party 107,442 - -
Judgment payable 177,599 - -
Total Current Liabilities 316,593 98,096 11,273
Stockholders' Equity
Common stock, 110 million shares
authorized; $.001 par value;
4,695,964, 4,695,964 and
3,891,659 shares issued and
outstanding respectively 4,695 4,695 3,891
Paid-in capital 8,927,254 8,927,254 8,581,105
Retained deficit (8,196,542) (7,883,439)(6,738,751)
Subscription receivable (652,000) (652,000) (652,000)
Total Stockholders' Equity 83,407 396,510 1,194,245
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 400,000 $ 494,606 $1,205,518
</TABLE>
<PAGE> 15
Chariot Entertainment, Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From inception of
the Development
Stage on July 1,
1993 through
June 30, For the Years Ended June 30,
1996 1995 1994 1996
<S> <C> <C> <C> <C>
Revenue $ - $ - $ 78,365 $ 78,365
EXPENSES
General and
administrative 138,749 160,306 483,338 782,393
Net loss from operations138,749 160,306 404,973 704,028
Discontinued operations 174,354 984,382 6,505,332 7,664,068
NET (LOSS) BEFORE TAXES (313,103) (1,144,688) (6,910,305) (8,368,096)
PROVISION FOR INCOME TAXES - - - -
NET LOSS $(313,103)$(1,144,688)$(6,910,305) $ (8,368,096)
NET LOSS PER SHARE $ (.07)$ (.25)$ (2.01) $ (1.97)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,695,964 4,595,964 3,442,284 4,244,737
</TABLE>
<PAGE> 16
Chariot Entertainment, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Common Paid-in Subscription
Shares Stock Capital Receivable
<S> <C> <C> <C> <C>
Balance at 6/30/93 2,992,913 $ 2,993 $ 6,895,884 $ -
Shares issued for notes
receivable 290,000 290 323,710 (324,000)
Shares issued for
consulting fees 15,000 15 56,235
Shares issued for cash and
note receivable 55,756 56 59,944
Shares issued for
licensing agreement 149,261 149 559,579
Shares issued for note
receivable 166,667 166 327,833 (328,000)
Settlement with
subsidiaries
Shares issued for cash 133,334 133 239,867
Shares issued for
consulting agreement 50,394 50 75,541
Issued shares for
consulting 38,334 38 42,512
Net loss for year ending
6/30/94
Balance at 6/30/94 3,891,659 3,891 8,581,105 (652,000)
Shares issued to Diamond
Entertainment for
expenses 750,000 750 325,313
Exercise of options 200,000 200 19,690 -
Issue of shares for
cash; exercise of
options 200,000 200 800
Canceled shares and
returned from Martin
Motors and Martin
Automotive (345,835) (346) 346
Fractional shares 140
Net loss for year
ended 6/30/95
Balance at 6/30/95 4,695,964 4,695 8,927,254 (652,000)
Net loss for year
ended 6/30/96
Balance at 6/30/96 4,695,964 $ 4,695 $8,294,254 $ (652,000)
</TABLE>
<TABLE>
<CAPTION>
Retained
Treasury Deficit Total
<S> <C> <C> <C>
Balance at 6/30/93 $(2,826,145) $ 171,554 $ 4,244,286
Shares issued for notes
receivable -
Shares issued for consulting
fees 56,250
Shares issued for cash and
note receivable 60,000
Shares issued for
licensing agreement 559,728
Shares issued for note
receivable -
Settlement with subsidiaries 2,826,145 2,826,145
Shares issued for cash 240,000
Shares issued for
consulting agreement 75,591
Issued shares for consulting 42,550
Net loss for year ending
6/30/94 (6,910,305) (6,910,305)
Balance at 6/30/94 - 1,194,245
Shares issued to Diamond
Entertainment for expenses 326,063
Exercise of options - - 19,890
Issue of shares for
cash; exercise of
options 1,000
Canceled shares and
returned from Martin
Motors and Martin
Automotive -
Fractional Shares
Net loss for year ended
6/30/95 (1,144,688) (1,144,688)
Balance at 6/30/95 - (7,883,439) 396,510
Net loss for year ended
6/30/96 (313,103) (313,103)
Balance at 6/30/96 $(8,196,542) $ 83,407
</TABLE>
<PAGE> 17
Chariot Entertainment, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception
of the
Development
Stage on July
1, 1993
For the years ended June 30, through
1996 1995 1994 June 30, 1996
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Loss from operations $ (313,103) $ (1,144,688) $ (6,910,305) $ (8,368,096)
Non-cash expenses:
Write off assets and
discontinued operations 5,494,475 5,494,475
Amortize prepaid rent 206,128 206,128
Write off license 658,319 658,319
Prepaid expenses 149,874 149,874
Stock issued for services - 326,063 734,119 1,060,182
(Increase) decrease
barter credits 94,606 (94,606) -
Increase judgment
payable 177,559 177,559
Increase notes payable 107,442 - 107,442
Increase (decrease)
in payables (66,544) 86,823 20,279
(Increase) decrease in
prepaids (3,000) (3,000)
(Increase) decrease
receivables (139,400) (139,400)
(Increase) decrease
deposits and other
assets 182,680 182,680
Net Cash Used by
Operating Activities - (21,215) (432,303) (453,518)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Common stock
issued for cash - 20,890 280,000 300,890
Net Cash Provided by
Financing Activities - 20,890 280,000 300,890
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS - (325) (152,303) (152,628)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - 325 152,628 152,628
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ - $ - $ 325 $ -
</TABLE>
<PAGE> 18
Chariot Entertainment, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996, 1995 and 1994
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
a. Organization
The Company was incorporated in Colorado on January 2, 1986 under the name
Vivatae, Inc.. and completed its initial public offering in May 1986. In
November 1986, the Company acquired all of the outstanding stock of Eagle
Entertainment, Inc. and changed its name to Eagle Entertainment, Inc. (EEI).
Through its subsidiaries, EEI provided performance guarantees for motion
picture productions.
In September 1990, the Company divested its subsidiaries and acquired Arizona
based corporations in the retailing and financing of motor vehicles.
On January 3, 1992 the Company changed its name to Eagle Holdings, Inc. On
October 20, 1993 the Company formed a Nevada corporation named Eagle
Automotive Enterprises, Inc. Eagle Holdings, Inc. was then merged into Eagle
Automotive Enterprises, Inc. (Eagle Automotive Enterprises, Inc. was a shell
corporation without any substantial assets or equity).
On March 28, 1994, the Company divested its automotive subsidiaries and
acquired Diamond Entertainment II, Inc. a Utah Corporation licensed by the
Samuel Goldwyn Company to produce live productions of the "American Gladiators".
On April 6, 1994 the Company changed its name to Chariot Entertainment,
Inc..
On December 31, 1994, the Goldwyn Licensing Agreement expired and the Company
divested its subsidiaries to seek business combination candidates as it
re-entered the business development stage.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has a June 30 year end for financial reporting.
c. Earning (Loss) Per Share
The computations of earnings (loss) per share of common stock are based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Provision For Taxes
No provision for income taxes has been made due to net operating loss
carryforwards totaling about $6,700,000, $7,800,000, $8,100,000 at June 30,
1994, 1995, and 1996 respectively. These loss carrryforwards will be offset
against future taxable income. No tax benefit has been reported in the
financial statements because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by the valuation allowance of
the same amount.
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less to be cash
<PAGE> 19
Chariot Entertainment, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996, 1995, and 1994
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
equivalents.
f. Prepaid Advertising
Prepaid advertising represents media due bills that the Company traded prepaid
rent for. These advertising credits expire July 20, 2004 and are usable on
the American Independent Network.
g. License
The Company gave stock and cash to acquire a license to produce live
productions of "American Gladiators" in Las Vegas, Nevada. The license
expired unused in December, 1994.
h. Judgement Payable
The Company was ordered to pay a judgement which includes principal, interest,
attorney fees and other costs totaling $174,354 plus interest from the date of
the judgement. Interest continues to accrue at a rate between 7-10%.
NOTE 2 - DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial Accounting
Standards Board Statement No. 7. Since July 1, 1993, the Company has been
concentrating substantially all of its efforts in raising capital in order to
generate significant operations.
NOTE 3 - STOCKHOLDERS' EQUITY TRANSACTIONS
On August 16, 1994 the Company had a 1 for 3 reverse split. All stock
transactions have been retroactively restated to reflect this reverse split.
During the year ended June 30, 1994, the Company had the following
transactions:
The Company issued 290,000 shares of stock in exchange for a subscription
receivable in the amount of $652,500. Later, the shareholders agreed to
return 631,000 shares of stock (the original 290,000 shares plus obtain
additional shares on the open market) to an escrow agent. In return, the
Company agreed to forgive the debt. The escrow agent will sell the stock
after the price of the stock reaches certain levels. The subscription
agreement will then be satisfied by the sell of stock by the escrow agent.
The Company issued 15,000 shares of stock for a consulting fee.
The Company issued 55,756 shares of stock for $60,000 cash and a $20,000 note
receivable. The note was later written-off as uncollectible.
The Company issued 149,261 shares (and some cash) for a licensing agreement
with American Gladiator (see Note 1).
<PAGE> 20
Chariot Entertainment, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1996, 1995, and 1994
NOTE 3 - STOCKHOLDERS' EQUITY TRANSACTIONS
The Company issued 166,667 shares of stock for a note receivable. The Company
collected $50,000 of the note receivable. Later, the shareholder agreed to
return 124,000 shares of stock to an escrow agent for the Company in return
for a forgiveness of debt. The subscription receivable will be collected when
the escrow agent sells the stock.
The Company spun-off, closed, or discontinued operations with all of its
subsidiaries during the year ended June 30, 1994. As part of this
transaction, the treasury stock of the Company was issued.
The Company issued 133,334 shares of stock for $240,000 in cash.
The Company issued 50,394 shares and 38,334 shares of stock for consulting
services.
During the year ended June 30, 1995, the Company had the
following stock transactions:
The Company issued 750,000 shares of stock to cover expenses associated with a
licensing agreement (see Note 1).
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has had substantial
operating losses for the past several years and has divested itself from all
operating subsidiaries. The Company is currently seeking a business
opportunity or a merger candidate.
NOTE 5 - RELATED PARTY TRANSACTIONS
Stanley F. Wilison, an officer and shareholder of the Company loaned $17,442
to the Company to pay expenses. The Company also owes this officer $90,000
salary for the past two years. This salary has been converted into a note
payable due upon demand at 0% interest.
NOTE 6 - SUBSEQUENT EVENTS
On October 4, 1996 the Company changed its name to Autocorp Equities, Inc.
<PAGE> 21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the city of Scott
sdale, Arizona, on the 9th day of December, 1996.
AUTOCORP EQUITIES, INC.
Dated: December 9, 1996 By____________________
Stanley F. Wilson
President
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the
report has been signed by the following person on behalf of the registrant and
in the capacities and on the date indicated.
Date: December 9, 1996 By_____________________
Stanley F. Wilson
President, Secretary
and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 400,000
<CURRENT-LIABILITIES> 316,593
<BONDS> 0
0
0
<COMMON> 4,695
<OTHER-SE> 78,712
<TOTAL-LIABILITY-AND-EQUITY> 400,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 138,749
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (137,749)
<INCOME-TAX> (174,354)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (313,103)
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
