<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO 13 OR 15(D)
OF THE SECURITES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 1994
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 __X___ No ______
Common Stock, $.001 par value 4,695,964
(Title of class) (Number of shares
outstanding 9/30/94)
<PAGE> 2
AUTOCORP EQUITIES, INC.
INDEX
Page
Part I. Financial Information 3-6
Item 1. Financial Statements 3-6
Notes 7-9
Item 2. Management's Discussion and 9-10
Analysis of Financial Condition
and operating results
Part II. Other Information, Items 1-5 10
Signatures 11
<PAGE> 3
AUTOCORP EQUITIES, INC.
Balance Sheet (Unaudited)
<TABLE>
<CAPTION>
ASSETS Sept. 30, 1994 June 30, 1994
(Unaudited) (Audited)
Current Assets
<S> <C> <C>
Cash - $ 325
Prepaid Expenses - 149,874
License - 658,319
Barter credits $ 94,606 -
Total Current Assets $ 94,606 808,518
Other Assets
Prepaid Advertising 400,000 -
Prepaid Rent 397,000
Total Other Assets 400,000 397,000
Total Assets $ 494,606 $1,205,518
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
<S> <C> <C>
Accounts Payable 98,096 11,273
Notes payable; -
related party
Judgment payable -
Total Current Liabilities $ 98,096 11,271
Stockholders Equity
Common Stock 4,695 3,891
110,000,000 shares
authorized;$0.001 par value;
4,695,964 issued
Additional Paid-in Capital 8,927,254 8,581,105
Retained Deficit (7,883,439) (6,738,751)
Subscription receivable (652,000) (652,000)
Total Stockholders' Equity $ 396,510 1,194,245
Total Liabilities &
Stockholders Equity $ 494,606 1,205,518
</TABLE>
<PAGE> 4
AUTOCORP EQUITIES, INC.
Statement of Operations
<TABLE>
<CAPTION>
3 Months ended 3 Months ended Year ended
Sept. 30, 1994 Sept. 30, 1993 June 30, 1994
<S> <C> <C> <C>
Vehicle sales - 7,842,226 -
Other sales - 6 78,365
Total sales - 8,754,192 78,635
Cost of sales - (7,651,411) -
Gross profit - 1,102,781 -
Net finance income - 68,636 -
Operating Expenses (160,306) (1,275,273) (483,338)
Income from Operations - (103,856) -
Other income (expense):
Interest expense - (2,195) -
Discounted Operations (984,382) - (6,505,332)
NET(LOSS) BEFORE TAXES (1,144,688) (106,051) (6,910,305)
PROVISION FOR INCOME TAXES - - -
NET LOSS (1,144,688) (106,051) (6,910,305)
NET LOSS PER SHARE (.25) (a) (2.01)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,595,964 6,522,000 3,442,284
(a) less than $.01 per share
</TABLE>
<PAGE> 5
AUTOCORP EQUITIES, INC.
Statement of Cash Flows
<TABLE>
<CAPTION>
3 Mo. ended 3 Mo. ended Year ended
9/30/94 9/30/93 6/30/94
Unaudited Unaudited Audited
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
(Loss) Gain from operation ($1,144,688) (106,051) ($6,910,305)
Discontinued operations - 5,494,475
Amortized pre-paid rent - 206,128
Increase(decrease)
in payables 86,828 661,149 -
(Increase) decrease
in receivables (94,687) (139,400)
Write off license 658,319
(Increase) decrease in
prepaids (3,000) -
Prepaid exenses 149,874 -
(Increase)decrease
deposits & other assets (31,923) 182,680
Stock issued for
services 326,063 - 734,119
(Increase) barter credits (94,606) -
Sales internally financed - (139,269) -
(Increase) decrease in
inventory - 129,855 -
Deferred offering - (253,233) -
Net Cash Used by
Operating Activities (21,215) 165,841 (432,303)
CASH FLOWS FROM
INVESTING ACTIVITIES
Decrease in assets of
subsidiary - 200,000 -
Purchase of property and
equipment - (85,430) -
Net Cash Provided from
Investing Activities - 114,570 -
CASH FLOW FROM
FINANCING ACTIVITIES
Net proceeds from sale 20,890 - 280,000
of stock
Decrease in notes - (400,963) -
Decrease in shareholder notes - 129,079 -
Net Cash Provided by
Financing Activities 20,890 271,884 280,000
NET INCREASE(DECREASE)
IN CASH (325) 8,527 (152,303)
CASH BEGINNING 325 66,255 152,628
CASH ENDING - 74,782 325
</TABLE>
<PAGE> 6
AUTOCORP EQUITIES, INC.
Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
Common Stock Retained Total
Deficit
Shares Amount
_______ _____ _________ _______
<S> <C> <C> <C> <C>
Balance 6/30/93 2,992,913 2,993 171,554 4,244,286
Balance 6/30/94 3,891,659 3,891 (6,910,305) 1,194,245
Net loss 9/30/94 (797,735) (797,735)
Balance 9/30/94 4,695,964 4,695 (7,883,439) 396,510
</TABLE>
<PAGE> 7
Note A - Summary of Significant Accounting Policies
ORGANIZATION
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 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> 8
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 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
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
<PAGE> 9
to an Escrow Agent to be held in escrow subject to the completion of an
acquisition of new car dealership(s).
ITEM 2. 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
financial statements and notes thereto appearing elsewhere in this Form
10-QSB. As set forth in Item 1, currently the Company has no on going
operations.
Liquidity and Capital Resources:
For the three months ending September 30, 1994, the Company had total
assets of $494,606,000 and total stockholders equity of $396,510. During the
same period the Company had current assets of $94,606 and current liabilities
of $98,096 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. The Company continues to experience a liquidity problem
with no cash reserves as of September 30, 1994. 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.
At September 30, 1994, the Company showed an operating loss of
$1,144,688. 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.
<PAGE> 10
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 financial statements of the Company covering the 3
month period ending September 30, 1994. For the period ended September 30,
1994, the Company had a net operating loss of ($1,144,688) on total revenues
of $0.00. The Company has short term debts consisting of past due trade
payables. 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.
Part II Other Information
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a vote of Shareholders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Forms 8-K
None
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AUTOCORP EQUITIES, INC.
December 11, 1996 ____________________________
Stanley F. Wilson, President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> SEP-30-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 94,606
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 494,606
<CURRENT-LIABILITIES> 98,096
<BONDS> 0
0
0
<COMMON> 4,695
<OTHER-SE> 391,815
<TOTAL-LIABILITY-AND-EQUITY> 494,606
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 160,306
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (160,306)
<INCOME-TAX> 0
<INCOME-CONTINUING> (160,306)
<DISCONTINUED> (984,382)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,144,688)
<EPS-PRIMARY> (.25)
<EPS-DILUTED> (.25)
</TABLE>
