<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