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 October 31, 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 October 31, 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 Regis-
trant'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, 1996. 

Transitional Small Business Disclosure Format - Yes           No   x   
 
<PAGE>

                   WAREHOUSE AUTO CENTERS, INC.

                           FORM 10-QSB
                              INDEX
                                 
                                                            Page
PART I.   FINANCIAL INFORMATION 

ITEM 1.   Financial Statements                                3 
          Balance Sheet - October 31, 1996                    4

          Statements of Operations - Three months ended 
             October 31, 1996 and 1995  and nine months
             ended October 31, 1996 and 1995                  5

          Statements of cash flows - Three months ended 
             October 31, 1996 and 1995    and nine months
             ended October 31, 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           10

                  Signatures                                 11

<PAGE>
                   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 October 31,1996. and the related state-
ments of operations and cash flows for the three months ended October 31, 
1996 and October 31, 1995 and for the nine months ended October 31, 1996 and
1995, in accordance with Statements on Standards for Accounting and 
Review Services issued by the American Institute of Certified Public 
Accountants.

A compilation is limited to presenting in the form of financial statements 
information that is the representation of inanagemeut. 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
Rochester, New York

<PAGE>
                   WAREHOUSE AUTO CENTERS, INC.
<TABLE>
BALANCE SHEET
As of October 31, 1996

ASSETS
<S>                                                           <C>
Current assets:
     Cash                                              $         31,709

     Total current assets                              $         31,709

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable - post petition                  $       275,861
     Accrued expense                                            22,970
     Accrued franchise taxes                                     7,011
     Total current Liabilities                         $       305,842

Liabilities subject to settlement under reorganization
     proceedings - Unsecured                                 2,611,752

     Total liabilities                                  $    2,917,594

Stockholders' equity:
     Common stock, par value $.005; authorized 
     10,000,000 shares                                  $       16,496
     Additional paid-in capital                              7,206,113
     Accumulated deficit                                   (10,108,494)

     Total stockholders' equity                         $   (2,885,885)

                                                        $       31,709
<FN>                                                                       
               See Accountants' compilation report
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
                   WAREHOUSE AUTO CENTERS, INC.

STATEMENTS OF OPERATIONS
For the periods ended October 31, 1996 and 1995
<CAPTION>
                             Three Months Ended       Nine Months Ended
                                 October 31             October 31
                             1996          1995       1996          1995   
<S>                         <C>           <C>          <C>         <C>
Sales                   $   67,993    $   453,548    $ 822,196   $2,371,435
             
Cost of Sales              (47,532)      (315,000)    (572,676)  (1,660,000) 

Gross Profit            $    20,461   $   138,548    $  249,520  $  711,435

Selling, general and 
administrative expenses $ (148,285)   $  (581,360)   $ (744,604) $(3,044,807)

Depreciation and 
amortization                     0        (13,818)            0      (59,076)

Loss from operations    $(127,824)    $  (456,630)   $ (495,084) $(2,392,448)

Interest expense, net      (4,000)              0       (16,000)      (6,857)

Loss before provision 
for franchise taxes     $(131,824)    $  (456,630)   $ (511,084) $(2,399,305)

Provision for franchise 
taxes                      (1,200)         (3,500)       (3,600)     (10,500)

Net loss                $(133,024)    $  (460,130)  $  (514,684) $(2,409,805)

Net loss per 
common share            $    (.04)    $      (.17)  $      (.16) $      (.93)

Weighted average 
number of common 
shares outstanding       3,299,191       2,675,274     3,299,191    2,598,638

<FN>                                                                               
See Accountants' compilation report
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>

WAREHOUSE AUTO CENTERS, INC.
STATEMENTS OF CASH FLOWS
For the periods ended October 31, 1996 and 1995
<CAPTION>
                              Three Months Ended       Nine Months Ended
                                  October 31              October 31
                             1996           1995       1996         1995   
<S>
Cash flow from 
operating activities:         <C>          <C>          <C>        <C>       

Net loss                     $(133,024)   $(460,130)  $(517,161)$(2,409,805)

Adjustments to reconcile 
net loss to net cash used 
in operating activities:                          

Depreciation and amortization        0        3,818           0      59,076

Proceeds from the sale of 
accounts receivable and 
inventory                      300,502            0     300,502           0

Decrease in accounts 
receivable                           0       10,284       3,607       6,474

Decrease in inventory           14,747      169,988     244,169   1,138,801

Stock Issued in 
exchange for services                0            0           0     273,273

Decrease in liabilities 
subject to settlement 
under reorganization 
proceedings-Secured            (69,326)           0     (69,326)          0

Decrease in prepaid 
expenses and other assets            0            0            0     55,857

Increase (decrease) in 
accounts payable                20,322      173,916      150,960    (78,251)

Increase (decrease) in 
accrued expenses                 5,200       81,153        4,815   (197,491)

Net cash used in 
operating activities    $      138,421 $    (10,971)  $ (117,566) $(1,142,066)

Cash flow from investing 
activities:  Purchase of 
equipment and leasehold
improvements, net       $            0 $          0   $        0  $   671,861

Sale of equipment               74,498            0       74,498            0

Net cash flows from 
investing activities   $        74,498 $          0   $    74,498 $   671,861

Cash flow from financing 
activities: Payments on 
notes payable          $      (200,000)$          0   $  (200,000)$         0

Issuance of common 
stock, net                           0            0             0     102,250

Net cash flows from 
financing activities   $     (200,000) $          0    $  (200,000)$  102,250

Net increase (decrease) 
in cash                $        12,919 $    (10,971)   $    (7,936)$ (367,955)

Cash, beginning of period       18,790      (14,415)        39,645    342,569

Cash, end of period    $        31,709 $    (25,386)   $    31,709 $ (25,386)
</TABLE>
<PAGE> 

                   WAREHOUSE AUTO CENTERS, INC

                  NOTES TO FINANCIAL STATEMENTS

October 31, 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 ofJanuary 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 out-
     standing common stock. Newgold, Inc., a gold mining company head-
     quartered 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 oppor-
          tunity 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.

[FN]                                                                        
See Accountants' compilation report
<PAGE>

     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 is
     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 informa-
     tion 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.

[FN]                                                                         
               See Accountants' compilation report

<PAGE>

Item 2.   Managements Discussion and Analysis or Plan of Operations.

General

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 October 31, 1996 totaled $67,993 
and gross profit totaled $20,461, compared to sales revenues of $453,548 and
gross profits of $138,548 for the three months ended October 31, 1995.  For 
the three months ended October 31, 1996, selling, general and administrative 
expenses totaled $148,285 compared to $581,360 for the three months ended 
October 31, 1995.  

Sales revenues for the six months ended October 31, 1996 totaled $822,196 and 
gross profit totaled $249,520, compared to sales revenues of $2,371,435 and 
gross profits of $711,435 for the six months ended October 31,  1995.  For 
the six months ended October 31, 1996, selling, general and administrative 
expenses totaled $744,604 compared to $3,044,807 for the six months ended
October 31, 1995.

The net loss for the three months ended October 31, 1996 was $133,024, or $.04
per share, compared to $460,130, or $.17 per share, for the three months ended
October 31, 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.

<PAGE>

Liquidity and Capital Resources

At October 31, 1996, Registrant had current assets of  $31,709 and current 
liabilities of $305,842, reflecting working capital of $(274,133).

At October 31, 1996, Registrant was operating its business as a debtor-in-
possession under the jurisdiction of the U.S. Bankruptcy Court. Unable to 
successfully 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 October 31, 1996 was $31,709 as a result of  Registrant's 
losses from operations and involuntary  filing into Chapter 11 bankruptcy by 
certain of its unsecured creditors.

On or about August 1, 1996, Registrant determined that it could no longer 
operate 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.  

The holders of post-petition accounts payable, in the amount of  $275,861 at 
October 31, 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 unsecured creditors are $2,611,752.  The Allowed 
Claims of Unsecured Creditors will be paid in full 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.
<PAGE>

Subsequent to the date of this report, on November 21, 1996, the U.S. 
Bankruptcy 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 
substantially no assets, employees or properties. 

                             PART II
                        OTHER INFORMATION

Item 1.   Legal Proceedings. 

Registrant continues to operate  as a Debtor-in-Possession under the U.S. 
Bankruptcy 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 ofimplementing 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.

<PAGE>

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
Registration  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