EQUITY AU INC
10QSB, 1998-07-22
GOLD AND SILVER ORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter Ended March 31, 1998

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ______________ to ________________

                         Commission File Number 33-20582

                                 EQUITY AU, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      75-2276137             
  (State or other jurisdiction of        (I.R.S. Employer Identification Number)
  incorporation or organization)        


                  P.O. Box 940037 Maitland, Florida 32794-0037
          (Address of principal executive offices, including zip code)

                                 (407) 647-3952
              (Registrant's telephone number, including area code)


         Indicate  by check  mark  whether  the  registrant  has:  (1) 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 for such shorter  period that the
registrant  was  required to file such  reports);  and, (2) been subject to such
filing requirements for the past 90 days. Yes X No_

         Number of shares  outstanding  of each of the  registrant's  classes of
common stock, as of the latest practicable date.


                 Class                      Outstanding as of July 14, 1998
 Class A Common Stock, par value $.001                 3,344,760


<PAGE>

                                TABLE OF CONTENTS
- --------------------------------------------------------------------------------


Heading                                                                  Page

                          PART I. FINANCIAL STATEMENTS

Item 1.  Balance Sheets - March 31, 1998 and                               4
         December 31, 1997

         Statements of Operations and Accumulated Deficit -
         Three months ended March 31, 1998 and 1997                        5

         Statements of Stockholders Equity--December 31, 1995
         through March 31, 1998                                           6-7

         Statements of Cash Flows - Three months ended
         March 31, 1998 and 1997                                          8-9

         Notes to Financial Statements                                   10-14

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       15-17


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                17

Item 2.  Changes in Securities                                            17

Item 3.  Defaults Upon Senior Securities                                  17

Item 4.  Submission of Matters to a Vote of Securities Holders            18

Item 5.  Other Information                                                18

Item 6.  Exhibits and Reports on Form 8-K                                 18

         SIGNATURES                                                       18


<PAGE>


                                     PART I

Item 1.           Financial Statements

         The  following,  unaudited  Financial  Statements  for the three  month
periods ended March 31, 1998 and 1997,  include all adjustments which management
believes  are  necessary  for  the  financial  statements  to  be  presented  in
conformity with generally accepted accounting principals.








                      (THIS SPACE INTENTIONALLY LEFT BLANK)



<PAGE>
<TABLE>
<CAPTION>

                                                  EQUITY AU, INC.

                                                   BALANCE SHEET
                                                  March 31, 1998

                                                      ASSETS
                                                                              March 31,           December 31,
                                                                                1998                  1997
CURRENT ASSETS                                                              (Unaudited)            (Unaudited)

<S>                                                                     <C>                    <C>
  Cash                                                                  $                0     $               0
                                                                        ------------------     -----------------
        TOTAL ASSETS                                                    $                0     $               0
                                                                        ==================     =================
                                       LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                                      $           45,003     $          45,003
  Accrued expenses                                                                  40,725                40,725
  Dividends payable                                                                170,041               159,281
  Notes payable                                                                     62,511                61,011
                                                                        ------------------     -----------------
     Total current liabilities                                                     318,280               306,020
                                                                        ------------------     -----------------
         TOTAL LIABILITIES                                                         318,280               306,020
                                                                        ------------------     -----------------
STOCKHOLDERS' (DEFICIT)

  Preferred stock, Series A, $1.00 Par Value                                       148,000               148,000
  Preferred stock, Series B, $1.00 Par Value                                       271,200               272,200
  Preferred stock, Series C, $1.00 Par Value                                        10,200                10,200

  Common stock, Class A, $0.001 Par Value                                            2,221                 2,201
  Common stock, Class B, $0.001 Par Value                                            1,000                 1,000

  Additional paid-in capital                                                    11,732,352            11,726,372

  Accumulated deficit                                                          (12,483,253)          (12,465,993)
                                                                        ------------------     -----------------
     Total Stockholders' (Deficit)                                                (318,280)             (306,020)
                                                                        ------------------     -----------------
        TOTAL LIABILITIES AND STOCKHOLDERS'
            EQUITY                                                      $                0     $               0
                                                                        ==================     =================
</TABLE>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                  EQUITY AU, INC.

                                              Statement of Operations


                                                                           For the Three Months Ended
                                                                                     March 31,
                                                                          1998                      1997          
                                                                      (Unaudited)               (Unaudited)       
INCOME:                                                                              
<S>                                                                <C>                      <C>                   
  Revenue                                                          $         -              $           -         
                                                                   ----------------         -----------------     
     Total Income                                                            -                          -         
                                                                                     
GROSS PROFIT                                                                 -                          -         
                                                                   ================         ==================    
EXPENSES:                                                                            
  General and Administrative                                                 17,260                     11,228    
                                                                   ----------------         ------------------    
     Total Expenses                                                          17,260                     11,228    
                                                                   ================         ==================    
LOSS FROM OPERATIONS                                                        (17,260)                    11,228    
                                                                                     
OTHER INCOME (EXPENSE):                                                              
  Interest expense                                                           -                          (3,431)   
                                                                   ----------------         ------------------    
     Total Other Income (Expense)                                            -                          (3,431)   
                                                                                     
NET LOSS BEFORE INCOME TAXES                                       $        (17,260)        $          (14,659)   
                                                                   ================         ==================    
Income taxes                                                                 -                          -         
                                                                                     
NET LOSS                                                                    (17,260)                   (14,659)   
                                                                   ================         ==================    
Net Loss Per Common Share                                          $          (0.01)        $            (0.02)   
                                                                   ================         ==================    
Weighted average common shares outstanding                                2,220,776                    911,232    
                                                                   ================         ==================    
</TABLE>                                                           


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


                                        5

<PAGE>
<TABLE>
<CAPTION>
                                 EQUITY AU, INC.

            STATEMENT OF STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT
                Period from December 31, 1995 to March 31, 1998

PREFERRED STOCK

                                      Preferred Stock - A                Preferred Stock - B                Preferred Stock - C
                                   Shares            Amount           Shares            Amount           Shares             Amount
<S>                                <C>         <C>                    <C>         <C>                     <C>        <C>
Balance
  December 31, 1995                148,000     $     148,000          288,200     $     288,200           10,200     $      10,200
                                   -------     -------------          -------     -------------           ------     -------------

Balance
  December 31, 1996                148,000     $     148,000          288,200     $     288,200           10,200     $      10,200
                                   -------     -------------          -------     -------------           ------     -------------
Class B Conversion 
  to Common                                                           (16,000)    $     (16,000)
                                                                      -------     -------------          
Balance
  December 31, 1997                148,000     $     148,000          272,200     $     272,200           10,200     $      10,200
                                   -------     -------------                                              ------     -------------
Class B Conversion 
  to Common                                                            (1,000)    $      (1,000)
                                                                      -------     -------------                                    
Balance 
  March 31, 1998                   148,000     $     148,000          271,200     $     271,200           10,200     $      10,200
                                   =======     =============          =======     =============           ======     =============

<CAPTION>

COMMON STOCK

                                      Class A Common                     Class B Common        Paid in      Accumulated
                                 Shares            Amount           Shares            Amount           Capital      Deficit
<S>                            <C>            <C>                    <C>         <C>                 <C>          <C>
Balance
  December 31, 1995                911,232     $         911          100,000     $       1,000      $11,618,162   $  (12,199,416)
                                ----------     -------------          -------     -------------      -----------   --------------

Net loss                                                                                                                 (203,024)

Balance
  December 31, 1996                911,232     $         911          100,000     $       1,000      $11,618,169   $  (12,402,440)
                                ----------     -------------          -------     -------------      -----------   --------------

Class B Conversion 
  to Common                          2,399                 3                                              15,997

Stock issued for
  notes payable                    257,500               258                                              51,242

Stock issued for 
  wages payable                  1,029,500             1,029                                              40,971

Net loss                                                                                                                  (63,533)
                                ----------     -------------          -------     -------------      -----------   --------------
Balance 
  December 31, 1997              2,200,631             2,201          100,000             1,000       11,726,372      (12,465,993)

Stock issued for 
  services                          20,000                20                                               4,980   

Class B Conversion 
  to Common                            145                 -                                               1,000

Net loss                                                                                                                  (17,260)
                                ----------     -------------          -------     -------------      -----------   --------------
Balance
  March 31, 1998                 2,220,776     $       2,221          100,000     $       1,000      $11,732,352   $  (12,483,253)
                                ==========     =============          =======     =============      ===========   ==============
</TABLE>

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

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                                  EQUITY AU, INC.

                                              STATEMENT OF CASH FLOWS



                                                                                                   For the Three
                                                                                                 Months Ended March 31,
                                                                                            1998                       1997
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                    
                                                                                                         
                                                                                                         
<S>                                                                                 <C>                      <C>
Net loss                                                                              $        (17,260)        $        (14,659)
Adjustments to reconcile net loss to net cash                                                            
 used by operating activities:                                                                           
   Dividends payable                                                                            11,160                   11,160
   Stock issue for services                                                                      5,000                    -       

Changes in operating assets and liabilities:                                                             
  Increase (decrease) in accrued expenses                                                        -                        1,418
                                                                                      ----------------         ----------------
NET CASH (USED) BY OPERATING ACTIVITIES:                                                        (1,500)                  (2,081)
CASH FLOWS FROM FINANCING ACTIVITIES:                                                 ----------------         ----------------
                                                                                                         
  Proceeds from long term debt                                                                   1,500                    2,000
                                                                                      ----------------         ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES:                                                       1,500                    2,000
                                                                                      ----------------         ----------------
NET DECREASE IN CASH:                                                                                0                      (81)
                                                                                                         
CASH AT BEGINNING OF PERIOD:                                                                         0                      154
                                                                                      ----------------         ----------------
CASH AT END OF PERIOD:                                                                               0                       73
                                                                                      ================         ================
</TABLE>                                                                        

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

                                        7
<PAGE>
                                 EQUITY AU, INC.
                     Notes to Condensed Financial Statements

                                   (Unaudited)

NOTE 1 -      INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              The accompanying condensed financial statements have been prepared
              by the Company  without audit.  In the opinion of management,  all
              adjustments (consisting of normal recurring adjustments) necessary
              to present  fairly the financial  position,  results of operations
              and cash flows as of the dates and for the period presented herein
              have been made.

              Certain information and footnote  disclosures normally included in
              financial   statements   prepared  in  accordance  with  generally
              accepted  accounting  principles  have been  condensed  or omitted
              pursuant  to the  Securities  and  Exchange  Commission  rules and
              regulations.  It is suggested  that these  condensed  consolidated
              financial  statements be read in conjunction with the consolidated
              financial  statements and notes thereto  included in the Company's
              December  31, 1997 Annual  Report on Form  10-KSB.  The results of
              operations  for the three months  ending  March 31, 1998,  are not
              necessarily  indicative of the  operating  results that may result
              for the year ending  December 31, 1998.  The  accounting  policies
              followed by the  Company are set forth in Note 1 to the  Company's
              financial  statements  in its December  31, 1997 Annual  Report on
              Form 10-KSB.

                                       8

<PAGE>

Item 2. Management's Discussion & Analysis of Financial Condition and Results of
Operations

Results of Operations

         Three Months ended 3/31/98 compared to Three Months ended 3/31/97

         During  each of these  periods  the mining  operations  were shut down,
there were no revenues during either period.

         General and administrative  expenses increased from $11,228 to $17,260,
54%.


Liquidity and Capital Resources

         At March 31,  1998,  the Company had no assets,  total  liabilities  of
$318,280 and total stockholders  deficit of ($318,280)  compared with no assets,
total  liabilities of $306,020 and total  stockholders  deficit of $(306,020) at
December 31,1997.  There has been no significant  change in account balances due
to the shut down of operations during these periods.  Management is uncertain of
when mining  operations will continue and can give no assurances that operations
will continue  during the current  fiscal year.  The Chairman of the Company has
been providing loans to the Company  primarily for  professional  services.  The
Company is looking  for an  operating  company to merge with or acquire  and can
give no assurances as when this might happen.

                                     PART II

         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 Security Holders

                  None

         Item 5.    Other Information

                  None

<PAGE>


         Item 6.    Exhibits and Reports on Form 8-K

         (a)   This Item is not applicable to the Company.
         (b)  On March 22, 1997 the Company filed a Form 8-K with the Commission
              setting  forth  the   dismissal  of  the   Company's   independent
              accountants.  Management  deems the Company an "inactive  entity",
              and will not engage any new independent accountant at this time.

                                   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.

                                                             EQUITY AU, INC.
                                                             (Registrant)

                                                      BY: /s/  James Arch
                                                          ---------------------
                                                          JAMES ARCH, President


Dated:    July 16, 1998



<TABLE> <S> <C>


<ARTICLE>                     5

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                     DEC-31-1998
<PERIOD-END>                          MAR-31-1998
<CASH>                                          0
<SECURITIES>                                    0
<RECEIVABLES>                                   0
<ALLOWANCES>                                    0
<INVENTORY>                                     0
<CURRENT-ASSETS>                                0
<PP&E>                                          0
<DEPRECIATION>                                  0
<TOTAL-ASSETS>                                  0
<CURRENT-LIABILITIES>                     318,280
<BONDS>                                         0
                           0
                               429,400
<COMMON>                                    3,221
<OTHER-SE>                               (750,896)
<TOTAL-LIABILITY-AND-EQUITY>                    0
<SALES>                                         0
<TOTAL-REVENUES>                                0
<CGS>                                           0
<TOTAL-COSTS>                                   0
<OTHER-EXPENSES>                           17,260
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                              0
<INCOME-PRETAX>                           (17,260)
<INCOME-TAX>                                    0
<INCOME-CONTINUING>                       (17,260)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                              (17,260)
<EPS-PRIMARY>                               (0.01)
<EPS-DILUTED>                                   0
        

</TABLE>


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