U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
X Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended April 30, 1996
Commission File Number: 0-20722
WAREHOUSE AUTO CENTERS, INC.
(Debtor-in-Possession)
(Exact Name of Small Business Issuer as Specified in Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
16-1400479
(IRS Employer Identification No.)
5190 Neil Road, Suite 320
Reno, Nevada 89502
(Address of Principal Executive Offices)
(702) 823-4000
(Issuer's Telephone Number)
Check whether Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for shorter
period that registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.) Yes x No
Check whether registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes x No
As of April 30, 1996, Registrant had 3,299,191 shares of Common Stock par
value $.005, issued and outstanding.
Documents Incorporated by Reference: Parts of the Exhibits filed with
Registrant's Registration Statement on Form SB-2 (File No. 33-49920) and
Amendments thereto, declared effective on October 15, 1993, and the Exhibits
filed with Registrant's Form 10-KSB for the period ended January 31, 1997.
Transitional Small Business Disclosure Format - Yes No x
WAREHOUSE AUTO CENTERS, INC.
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION Page No.
ITEM 1. Financial Statements 3
Balance Sheet - April 30, 1996 4
Statements of operations - Three months ended
April 30, 1996 and 1995 5
Statements of cash flows - Three months ended
April 30, 1996 and 1995 6
Notes to condensed financial statements 7
ITEM 2. Management's Discussion and Analysis or Plan of Operation 9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 9
ITEM 5. Other Information 9
ITEM 6. Exhibits and Reports on Form 8-K 13
Signatures 14
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
AUDITORS' COMPILATION REPORT
To the Shareholders of Warehouse Auto Centers, Inc.
We have compiled the accompanying balance sheet of Warehouse Auto Centers,
Inc., a Delaware corporation, as of April 30, 1996, and the related statements
of operations and cash flows for the three months ended April 30, 1996 and
April 30, 1995, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public Accoun-
tants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Management has elected to omit substantially all of the disclosures required by
generally accepted accounting principles. If the omitted disclosures were
included in the financial statements, they might influence the user's con-
clusions about the Company's financial position, results of operations and cash
flows. Accordingly, these financial statements are not designated for those who
are not informed about such matters.
The Company measures inventory and cost of goods sold for interim financial
statements by use of historically developed gross profit percentages. Annually,
the Company adjusts inventories to agree with the results of a physical count.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 1, the Company
was forced into involuntary bankruptcy under Chapter 11 of the Federal
Bankruptcy Code in June, 1995, and was authorized to continue managing and
operating the business as debtor-in-possession subject to the control and
supervision of the bankruptcy court. Those conditions indicate that the Company
may be unable to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Subsequent to the end of the quarter, the Company sold substantially all of its
assets and received approval by their creditors on a plan of reorganization. As
of the date of this report, the Company had substantially no assets, had
discontinued existing auto parts operations and entered into a plan of merger
with another company.
CIACCIA & CATARISANO LLP
Certified Public Accountants
December 10, 1996
WAREHOUSE AUTO CENTERS, INC.
BALANCE SHEET
As of April 30, 1996
ASSETS
Current assets:
Cash $ 28,434
Accounts receivable, net of allowance for doubtful
accounts of $18,500 23,516
Inventory, net 406,078
Total current assets $ 458,028
Property and equipment, net $ 74,498
$ 532,526
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Debtor-in-possession financing $ 200,000
Liabilities subject to settlement under reorganization
proceedings - Secured 69,326
Accounts payable - post petition 184,848
Accrued expense 21,800
Accrued franchise taxes 4,611
Total current Liabilities $ 480,585
Liabilities subject to settlement under reorganization
proceedings - Unsecured 2,611,752
Total liabilities $ 3,092,337
Stockholders' equity:
Common stock, par value $.005; authorized
10,000,000 shares $ 16,496
Additional paid-in-capital 7,206,113
Accumulated deficit (9,782,420)
Total stockholders' equity $ (2,559,811)
$ 532,526
See Accountants' compilation report
The accompanying notes are an integral part of these financial statements.
WAREHOUSE AUTO CENTERS, INC.
STATEMENTS OF OPERATIONS
For the three months ended April 30, 1996 and 1995
Three Months Ended
April 30
1996 1995
Sales $ 431,742 $ 1,245,402
Cost of Sales (299,788) (875,000)
Gross Profit $ 131,954 $ 370,402
Selling, general and administrative
expenses (315,841) (1,070,426)
Depreciation and amortization 0 (31,781)
Loss from operations $ (183,887) $ (731,805)
Interest, net (6,000) (6,857)
Loss before provision for franchise
taxes $ (189,887) $ (738,662)
Provision for franchise taxes (1,200) (3,500)
Net loss $ (191,087) $ (742,162)
Net loss per common share $ (.06) $ (.29)
Weighted average number of common
shares outstanding 3,299,191 2,525,654
See Accountants' compilation report
The accompanying notes are an integral part of these financial statements.
WAREHOUSE AUTO CENTERS, INC.
STATEMENTS OF CASH FLOWS
For the three months ended April 30, 1996 and 1995
Three Months Ended
April 30
1996 1995
Cash flow from operating activities:
Net loss $ (191,087) $ (742,162)
Adjustments to reconcile net loss to
net cash used In operating activities:
Depreciation and amortization 0 31,781
Decrease (increase) in accounts receivable 1,762 (34,224)
Decrease in inventory 116,922 409,955
Decrease in prepaid expenses and other
assets 0 918
Increase (decrease) in accounts payable 59,947 (81,790)
Increase in accrued expenses 1,245 46,553
Net cash used in operating activities $ (11,211) $ (368,969)
Cash flow from investing activities:
Purchase of equipment and leasehold
improvements, net of retirements $ 0 $ 1,200
Net cash from investing activities $ 0 $ 1,200
Cash flow from financing activities:
Issuance of common stock, net $ 0 $ 102,250
Net cash from financing activities: $ 0 $ 102,250
Net decrease in cash $ (11,211) $ (265,519)
Cash, beginning of period $ 39,645 $ 342,569
Cash, end of period $ 28,434 $ 77,050
See Accountants' compilation report
The accompanying notes are an integral part of these financial statements.
WAREHOUSE AUTO CENTERS, INC
NOTES TO FINANCIAL STATEMENTS
April 30, 1996
Note 1: Chapter 11 proceedings and plan of reorganization:
Warehouse Auto Centers, Inc. operated warehouse format auto parts and
accessories superstores. On June 25, 1995, Warehouse Auto Centers, Inc. was
forced into involuntary Chapter 11 bankruptcy by a group of creditors. As of
January 31, 1996, the Company was operating its business as a debtor-in-
possession under the jurisdiction of the United States Bankruptcy Court. The
Company tried unsuccessfully to reorganize itself. On August 28, 1996, the
Company sold its remaining assets to a group of investors led by its former
President for $375,000 cash.
Warehouse Auto Centers, Inc. is a publicly traded corporation with over 300
shareholders and in excess of 3 million shares of issued and outstanding
common stock. Newgold, Inc., a gold mining company headquartered in Reno,
Nevada, was seeking a publicly traded shell. Newgold, Inc. and Warehouse Auto
Centers, Inc. entered into a merger agreement to take the company out of
bankruptcy. The Plan of Reorganization, which was approved by the creditors on
November 21, 1996, is summarized as follows:
1. Previously paid its secured creditors in full from the asset sale
proceeds.
2. Will pay its liabilities subject to settlement - unsecured creditors in
full with stock in the reorganized company's successor on the basis of one
(1) share of stock for each $42 of debt.
3. Will offer the accounts payable - post-petition creditors the opportunity
to receive payment or convert their debt to equity in the reorganized
company's successor as payment on the basis of one (1) share of stock for
each $1 of debt.
4. Will pay Administrative Claims incurred during the Bankruptcy proceedings
in cash or in stock; one share of stock for each $1 of debt.
5. Will merge with Newgold, Inc., a gold mining company, by acquiring 100%
of the outstanding shares of Newgold's stock in exchange for shares of
stock in the reorganized company.
See Accountants' compilation report
6. Will dilute existing Warehouse Auto Centers, Inc.'s shareholders by a 1:65
reverse split of their pre-petition stock.
7. Has canceled all warrants, options and other employee benefits.
8. Has appointed a new Board of Directors and management in the reorganized
company.
The Company has ceased operating its auto parts business and redirected its
business by becoming engaged in the natural resource industry.
Note 2: Basis of presentation.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and article 10 of
Regulation S-X. Accordingly, they 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 (including
normal recurring accruals) considered necessary for a fair presentation have
been included. The condensed financial statements should be read in
conjunction with the financial statements for the fiscal year ended January 31,
1996, contained in the Company's Form 10-KSB for the fiscal year ended
January 31, 1996.
See Accountants' compilation report
Item 2. Managements Discussion and Analysis or Plan of Operations.
General
The following discussion should be read in conjunction with this entire
report, including Registrant's interim financial statements contained herein.
As a result of its inability to timely meet its financial obligations, on June
29, 1995, Registrant was involuntarily placed into Chapter 11 Bankruptcy by
certain of its unsecured creditors, all pursuant to the U.S.Bankruptcy Code.
Registrant attempted to continue its business operations in the normal course
of business, but steadily experienced a serious decline in its cash flow and
suffered substantial losses over the year it was under protection of the U.S.
Bankruptcy Court.
Results of Operations.
Sales revenues for the three months ended April 30, 1996 totaled $431,742 and
gross profit totaled $131,954 compared to sales revenues of $ 1,245,402 and
gross profits of $ 370,402 for the three months ended April 30, 1995. For the
three months ended April 30, 1996, selling,general and administrative expenses
totaled $315,841 compared to $1,070,426 for the three months ended April 30,
1995.
The net loss for the three months ended April 30, 1996 was $191,087, or $.06
per share, compared to $742,162, or $.29 per share, for the three months ended
April 30, 1995, reflecting losses as a result of Registrant's inability to
timely meet its financial obligations and involuntary placement into Chapter
11 bankruptcy by certain of its unsecured creditors.
Liquidity and Capital Resources
At April 30, 1996, Registrant had current assets of $458,028 and current
liabilities of $480,585, reflecting working capital of $(22,557).
At April 30, 1996, Registrant was operating its business as a debtor-in-posses-
sion under the jurisdiction of the U.S. Bankruptcy Court. Unable to success-
fully reorganize, on August 28, 1996, Registrant sold its remaining assets to
a group of investors led by its former President for $375,000 cash, which was
used to pay its secured creditors in full.
Cash in the bank at April 30, 1996 was $28,434 as a result of Registrants'
losses from operations and involuntary filing into Chapter 11 bankruptcy by
certain of its unsecured creditors.
The holders of post-petition accounts payable, in the amount of $184,848 at
April 30, 1996, will be allowed the opportunity to receive payment in full or
convert their debt to equity in the Reorganized Debtor (Newgold, Inc.) on the
basis of one share of Common Stock for each $1.00 of debt. Total liabilities
subject to settlement under the terms of the Plan of Reorganization payable to
secured creditors are $69,326. The Allowed Claims of Secured Creditors (subject
to settlement) will be paid in full in cash. Total liabilities subject to
settlement under the terms of the Plan of Reorganization payable to unsecured
creditors are $2,611,752. The Allowed Claims of Unsecured Creditors will be
paid with Common Stock in the Reorganized Debtor on the basis of one share of
Common Stock for each $42.00 of debt. All Allowed Administrative Claims
incurred during the bankruptcy proceedings will be paid in cash or in stock,
at the option of the claimant/holder, in the amount of one share of Common
Stock for each $1.00 of debt.
All pre-petition warrants, options and employee benefits of whatsoever nature
have been canceled under the Plan of Reorganization and all outstanding Common
Stock of Registrant at the time of entry of the Order Confirming the Plan of
Reorganization has been reverse split on the basis of one share of the
Reorganized Debtor (Newgold, Inc.) for 65 shares of Registrant.
On or about August 1, 1996, Registrant determined that it could no longer oper-
ate as a going concern in the auto parts business and on August 28, 1996,
pursuant to an Order of the U.S. Bankruptcy Court, sold all of its assets to a
group of investors led by its former President for the cash sum of $375,000.
The monies were used to pay secured and administrative claims of creditors
under the Chapter 11 bankruptcy proceeding, leaving a balance of $28,287.65 in
cash in an escrow account for Registrant.
Subsequent to the date of this report, on November 21, 1996, the U.S. Bank-
ruptcy Court approved a Plan of Reorganization for Registrant wherein
Registrant acquired 100% of the outstanding shares of Common Stock of Newgold,
Inc., a Nevada corporation engaged in the mining business in exchange for
12,000,000 restricted shares of Common Stock of the reorganized company.
Under the terms of the Plan of Reorganization, the name of Registrant was
changed to Newgold, Inc.
As of November 21, 1996, Registrant, as Warehouse Auto Centers, Inc., had sub-
stantially no assets, employees or properties.
Registrant has ceased doing business as a warehouse auto parts concern; has
merged with a Nevada corporation engaged in the mining business; has changed
its name to Newgold, Inc.; has recapitalized at 50,000,000 shares of Common
Stock, par value $.001; and has elected all new officers, directors and manage-
ment.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
Registrant continues to operate as a Debtor-in-Possession under the U.S. Ban-
kruptcy Code, pursuant to the involuntary filing of a Chapter 11 bankruptcy by
certain of its creditors in June, 1995. On November 21, 1995, Registrant's
Plan of Reorganization was approved by the U.S. Bankruptcy Court and, pursuant
thereto, Registrant merged with Newgold, Inc., a Nevada corporation engaged in
the mining business. The reorganized company is in the process of implementing
the requirements and terms of said Plan of Reorganization, including filing
current reports and financial information for Registrant. Any and all pending
litigation and/or claims against Registrant were resolved in the Chapter 11
Plan.
Item 5. Other Information
As of November 21, 1996, Registrant, as Warehouse Auto Centers, Inc., had sub-
stantially no assets, no employees or properties and any and all liabilities
and/or pending litigation was resolved in the Order approving the Chapter 11
Plan of Reorganization, merging Newgold, Inc. into Warehouse Auto Centers, Inc.
Outline of Plan of Reorganization.
Pursuant to the terms of the Plan of Reorganization approved by the U.S. Bank-
ruptcy Court on November 21, 1996, Registrant has:
(1) Successfully reorganized and merged with Newgold, Inc., a Nevada corpor-
ation, wherein Registrant acquired 100% of the outstanding shares of
Common Stock of Newgold, Inc. in exchange for 12,000,000 restricted
shares of Common Stock in the Reorganized Debtor.
(2) Filed an Amendment to the Articles of Incorporation with the Secretary of
State of the State of Delaware on December 2, 1996, changing the name of
the corporation to Newgold, Inc. and increasing the authorized capital
stock of the corporation to 50,000,000 shares of Common Stock with a par
value of $.001 per share.
(3) Effected a 65:1 reverse split of Registrant's pre-petition Common Stock
and obtained the new CUSIP Number 651362-10-5.
(4) Paid the allowed claims of secured creditors in full in cash upon the
asset sale on August 28, 1996.
(5) Paid or will pay the unsecured trade debts and other unsecured
liabilities in full with Common Stock in the Reorganized Debtor, issued
pursuant to Section 1145 of the Code, on the basis of one share for each
$42.00 of debt.
(6) Paid or will pay all loans incurred pursuant to Section 364 of the Code
and the holders of priority Debtor Certificates, according to the terms
of their Certificates, and will offer such holders the option to convert
their debt to equity in the Reorganized Debtor in lieu of cash payment,
through issuance of shares of Common Stock of the Reorganized Debtor,
pursuant to Section 1145 of the Code.
(7) Paid or will pay Administrative Claims incurred during the Bankruptcy
proceedings either in cash in full or in Common Stock of the Reorganized
Debtor, pursuant to Section 1145 of the Code, on the basis of one share
of Common Stock for each $1.00 of debt, at the discretion of the
Creditor.
(8) Paid or will pay all Priority Administrative Claims, including, but not
limited to taxes and U.S. Trustee fees in full in cash.
(9) Appointed a new Board of Directors and Management of the Reorganized
Debtor.
(10) Applied for and obtained the new trading symbol , "NGLD" from NASDAQ.
(11) Canceled all outstanding pre-petition options, warrants and/or other
rights or commitments by Registrant to issue any securities or pay any
benefits to any person or business entity other than those approved in
the Plan of Reorganization.
(12) Appointed Oxford Transfer & Registrar, 1130 S.W. Morrison, Suite 250,
Portland, Oregon, as the corporation's new transfer agency.
Business of Reorganized Debtor - Newgold, Inc.
Newgold, Inc. ("Newgold") was incorporated under the laws of the State of
Nevada on September 1, 1993 and in August, 1994, adopted a business plan to
review, acquire and develop mining opportunities available in the U.S. mining
industry. Newgold's goal has been to acquire small to medium-sized precious
metals mines which have drill-indicated reserves and little or no permitting
requirements prior to commencement of production. The ultimate goal of Newgold
is to become a junior-sized gold production organization diversified in
various aspects of the mining industry.
Newgold currently owns a gold mine located in Relief Canyon near Lovelock,
Nevada and is in the process of obtaining the necessary permits to commence
mining operations on the property. Newgold has performed extensive research,
development and drilling on the property and, based thereon, projects the pro-
perty could have an annual production of approximately 60,000 troy ounces of
gold by the end of 1997, of which there can be no assurance. Revenue projec-
tions for 1997 are approximately $10.2 million and growth is projected to
continue to be strong throughout the year 2000, assuming the price of gold and
operating expenses remain at current levels, of which there can be no
assurance.
Gold Mining Industry Statistics and Economics
In 1995, a total of approximately 73.8 million troy ounces of gold were
produced worldwide. Of this amount, the U.S. produced approximately 10.5
million, or 14.3% of the world's production of gold. Of the 10.5 million,
approximately 6.76 million troy ounces were produced in the State of Nevada
alone, representing 9.1% of the total world production of gold. The U.S.
presently ranks fourth in gold production behind South Africa, Australia and
the Commonwealth of Independent States (the former Soviet Union).
The Milling Process
The bulk of U.S. gold production is now being conducted using the cyanide heap
leaching technique. Newgold intends to use this process to recover gold from
its properties. The technique recovers disseminated gold which is microscopic
in size and not visible to the naked eye. Ore is blasted, crushed and agglom-
erated with cement and lime. The gold-bearing ore is then placed on slightly
inclined plastic-lined pads and leached with a cyanide solution. The cyanide
solution (aqua regia) converts the microscopic gold to a solution which then
flows into a "pregnant pond". The solution from the pregnant pond is then pum-
ped through carbon columns where the gold is collected on the carbon. The
solution, sans the gold, is then returned to a barren pond where it is rein-
vigoratedand re-pumped back over the heaps, thus creating a continuous closed
leaching circuit.
The collecting carbon, which is manufactured from coconut shells, has an affin-
ity for gold similar to steel or iron attaching itself to a magnet. The carbon
columns are then flushed with heated cyanide which returns the gold back into a
solution and which is then pumped into electrowinning cells where the final
gold product is collected on steel wool through electroplating. The gold-laden
steel wool, in turn, is fired in a furnace which converts the microscopic gold
collected into a dore, or miner's, bar. This dore bar is then sold to a
refinery which completes the process of refining the gold into a .999 fine gold
bar.
The current national average cost for heap leach gold recovery is approximately
$220 per troy ounce; gold is currently selling for between $350 and $360 per
troy ounce.
Exploration and Development Programs
A major part of Newgold's business is the exploration of its existing
properties and the evaluation and pursuit of potential new prospects in the
exploration stage. Substantial expenditures may be incurred in an attempt to
establish the economic feasibility of a property by identifying mineral
deposits and establishing reserves through drilling and other techniques,
designing facilities and, overall, estimating and planning mining operations
for the property.
The economic feasibility of a project depends on numerous factors, including
the cost of mining and production facilities required to extract the desired
minerals, the total mineral deposits that can be mined using a given facility,
the proximity of the mineral deposits to a user of the minerals, and the market
price of the minerals at the time of sale. There is no assurance that existing
or future exploration and development programs, or acquisitions of mining pro-
perties, will result in the identification of deposits that can be mined
profitably. Newgold, Inc. expended approximately $1,874,834 in research and
development during 1996. Newgold's research and development programs will be
discussed more fully in the Form 10-KSB Report to be filed for the period ended
December 31, 1996.
Competition
Newgold is subject to competition from large, well-established mining companies
which may have substantially greater mining capabilities and greater financial
and technical resources. As a result, Newgold may be unable to successfully
compete for the acquisition of potentially profitable mining properties on
terms it considers acceptable. Newgold is also subject to intense competition
with other mining companies in the recruitment and retention of qualified
employees and geologists. In addition, the continued success of Newgold's
business operations will always be subject to the fluctuation in gold prices,
which cannot be predicted with any degree of accuracy.
Governmental Regulations/Compliance with Environmental Laws/Research and
Development Costs
Newgold is subject to all laws, rules and regulations applicable to business
engaged in the business of mining. Newgold has obtained all licensed and bonds
requisite to conduct its current mining operations and fully intends to comply
with all government and environmental laws, rules and regulations when conduc-
ting operations on its properties. (This item will be discussed more fully and
in detail in the Form 10-K to be filed on behalf of Newgold, Inc. for the
period ended December 31, 1996.)
Risks Associated with Development, Construction and Mining Operations
The mining operations of Newgold are always subject to the ability to meet cost
estimates and construction and production time estimates, of which there can be
no assurance. Technical considerations, delays in obtaining requisite govern-
mental and/or environmental approvals, the inability to obtain financing, or
other factors could cause unnecessary delays in developing mineral resource
properties. In addition, the business of gold and/or precious minerals mining
is subject to a variety of risks and hazards, including environmental hazards,
industrial accidents, flooding and the discharge of toxic chemicals. Newgold
has insurance in amounts it considers adequate to protect itself against
certain of these risks; however, it may become subject to liability for certain
risks and/or hazards for which it does not have adequate insurance or for
which it cannot obtain insurance against because of premium costs or other
reasons.
Supplies and Materials
Newgold uses various mining related supplies and materials; however, it is not
dependent on any one supplier for any of its supplies and materials and, there-
fore, does not expect any significant impact on its mining operations in the
event of any shortages or strikes related thereto.
Patents, Copyrights and Licenses
Newgold does not currently hold and is not a party to any patents, copyrights,
trademarks, franchises or labor contracts.
Employees
Newgold currently has a total of 17 employees, 9 of which are Management and
professional staff. None of Newgold's employees are subject to any collective
bargaining agreements or union affiliations. Relations between management and
employees are considered to be excellent.
SEC Reporting Requirements
Registrant has not been current in its reporting with the Securities and
Exchange Commission; however, the Reorganized Debtor, Newgold, Inc., has
agreed to compensate the accounting firm of Ciaccia & Catarisano, LLP to bring
Registrant's books and records current and to complete the 10-KSB for the year
ending January 31, 1996, as well as the requisite 10-QSB's and federal, state
and local tax returns for 1996, which are due or will be due up to and includ-
ing the date hereof. Additionally, Newgold has commissioned its independent
accountants, Burnett Umphress & Kilgur, to audit and certify its books and
records. It is anticipated that by the due date for the Form 10-KSB for the
period ended December 31, 1996, the Reorganized Debtor's books and records
(i.e. for both Warehouse Auto Centers, Inc. and Newgold, Inc.) will be
completed and certified so as to facilitate the accounting merger of the two
entities for SEC and NASDAQ purposes.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibit 27. Financial Data Schedule
And parts of Exhibits previously filed as (a) Exhibits with Registrant's Regi-
stration Statement on Form SB-2 (File No. 33-49920), and Amendments thereto,
declared effective on October 15, 1993, and (b) as Exhibits to Registrant's
Form 10-KSB for the period ended January 31, 1996, filed January 23, 1997.
b. No reports have been filed on Form 8-K during this reporting period.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WAREHOUSE AUTO CENTERS, INC.
(now NEWGOLD, INC.)
January 23, 1997 By: /s/ Arthur Scott Dockter, President
January 23, 1997 By: /s/ Robert W. Morris, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-END> APR-30-1997
<CASH> 28,434
<SECURITIES> 0
<RECEIVABLES> 23,516
<ALLOWANCES> 0
<INVENTORY> 406,078
<CURRENT-ASSETS> 458,028
<PP&E> 74,498
<DEPRECIATION> 0
<TOTAL-ASSETS> 532,526
<CURRENT-LIABILITIES> 480,585
<BONDS> 2,611,752
0
0
<COMMON> 16,946
<OTHER-SE> 7,206,113
<TOTAL-LIABILITY-AND-EQUITY> 10,314,906
<SALES> 431,742
<TOTAL-REVENUES> 431,742
<CGS> 299,788
<TOTAL-COSTS> 299,788
<OTHER-EXPENSES> (315,841)
<LOSS-PROVISION> (181,076)
<INTEREST-EXPENSE> (6,000)
<INCOME-PRETAX> (191,087)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (191,087)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
