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 July 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 July 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 
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, 1996. 
Transitional Small Business Disclosure Format - Yes           No   x   
 

                WAREHOUSE AUTO CENTERS, INC.
                         FORM 10-QSB
                            INDEX
                         
PART I.   FINANCIAL INFORMATION 

                                                            Page

ITEM 1.    Financial Statements                               3             
           Balance Sheet - July 31, 1996                      4  
           Statements of Operations - Three months ended  
           July 31, 1996 and 1995 and six months ended            
           July 31, 1996 and 1995                             5        
           Statements of cash flows - Three months ended 
           July 31, 1996 and 1995 and six months ended 
           July 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 REP0RT

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 July 31, 1996, and the related state-
ments of operations and cash flows for the three months ended July 31, 1996 and
July 31, 1995 and for the six months ended July 31, 1996 and 1995, in accor-
dance 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  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 state-
ments 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



 
WAREHOUSE AUTO CENTERS, INC.
BALANCE SHEET
As of July 31, 1996

ASSETS

Current assets:
     Cash                                                   $    18,790
     Accounts receivable, net of allowance for doubtful
      accounts of $18,500                                        21,671
     Inventory, net                                             293,578
     
     Total current assets                                   $   334,039

Property and equipment, net                                 $    74,498

                                                            $   408,537
            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                           255,539
     Accrued expense                                             18,970
     Accrued franchise taxes                                      5,811
     Total current Liabilities                              $   549,646

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

     Total liabilities                                      $ 3,161,398

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

     Accumulated deficit                                    $(9,975,470)

     Total stockholders' equity                             $(2,752,861)
     
                                                            $   408,537      
                                                             
             See Accountants' compilation report
 
                WAREHOUSE AUTO CENTERS, INC.

                 STATEMENTS OF OPERATIONS
         For the periods ended July 31, 1996 and 1995

                         Three Months Ended            Six Months Ended
                               July 31                     July 31
                        1996            1995        1996            1995   


Sales               $  322,461     $    672,485   $ 754,203    $ 1,917,887
             
Cost of Sales         (225,356)        (470,000)   (525,144)    (1,345,000) 

Gross Profit       $    97,105    $     202,485    $229,059    $   572,887

Selling, general and 
administrative 
expenses              (282,955)     (1,393,021)    (598,796)    (2,463,447)

Depreciation and 
amortization                 0        (13,477)            0        (45,258)

Loss from 
operations         $  (185,850)   $ (1,204,013)   $(369,737)   $(1,935,818)

Interest, net           (6,000)              0     (12,000)         (6,857)

Loss before 
provision for 
franchise taxes    $   (191,850)  $ (1,204,013)   $(381,737)   $(1,942,675)

Provision for 
franchise taxes          (1,200)        (3,500)      (2,400)        (7,000)

     Net loss      $   (193,050)  $ (1,207,513)   $(384,137)   $(1,949,675)

Net loss per 
common share       $       (.06)  $       (.47)   $    (.12)   $      (.76)

Weighted average 
number of common 
shares outstanding     3,299,191      2,594,987    3,299,191      2,560,320
                                                                             
                     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 periods ended July 31, 1996 and 1995

                            Three Months Ended        Six Months Ended
                                  July 31                 July 31
                          1996            1995        1996         1995   


Cash flow from 
operating activities:                             

Net loss            $   (193,050)  $ (1,207,513)  $ (384,137)  $(1,949,675)

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

Depreciation and 
amortization                   0         13,477            0       45,258

Decrease in accounts 
receivable                  1,845        40,414         3,607       6,190

Decrease in inventory     112,500       558,858       229,422     968,813

Stock issued in 
exchange for services 
and bonuses                     0       273,273             0      273,273

Decrease in prepaid 
expenses and other 
assets                          0        54,939             0       55,857

Increase in accounts 
payable                    70,691      (170,377)      130,638     (252,167)

Increase in accrued 
expenses                   (1,630)     (325,197)         (385)    (278,644)

Net cash used in 
operating activities   $   (9,644)   $ (762,126)    $ (20,855) $(1,131,095)

Cash flow from 
investing activities:

Purchase of equipment 
and leasehold
improvements, net      $        0  $     670,661    $       0  $   671,861

Net cash flows 
from investing
activities             $        0  $     670,661    $       0  $   671,861

Cash flow from 
financing activities:

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

Net cash flows 
from financing
activities             $        0   $          0    $       0  $  102,250

Net decrease in cash   $   (9,644)  $   (91,465)    $  (20,855)$ (356,984)

Cash, beginning of 
period                     28,434        77,050         39,645    342,569

Cash, end of period    $   18,790   $   (14,415)    $   18,790  $ (14,415)
                                                                             
See Accountants' compilation report
The accompanying notes are an integral part of these financial statements.
 
WAREHOUSE AUTO CENTERS, INC
NOTES TO FINANCIAL STATEMENTS

July 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 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 manage-
     ment, 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

<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 July 31, 1996 totaled $322,461 and 
gross profit totaled $97,105, compared to sales revenues of $672,485 and gross
profits of $202,485 for the three months ended July 31, 1995. For the three
months ended July 31, 1996, selling, general and administrative expenses 
totaled $282,955 compared to $1,393,021 for the three months ended July 31, 
1995.  

Sales revenues for the six months ended July 31, 1996 totaled $754,203 and 
gross profit totaled $229,059, compared to sales revenues of $1,917,887 and
gross profits of $572,887 for the six months ended July 31, 1995.  For the 
six months ended July 31, 1996, selling, general and administrative expenses
totaled $598,796 compared to $2,463,447 for the six months ended July 31, 
1995.

The net loss for the three months ended July 31, 1996 was $193,050, or $.06 per
share, compared to $1,207,513, or $.47 per share, for the three months ended 
July 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.

Liquidity and Capital Resources

At July 31, 1996, Registrant had current assets of $334,039 and current 
liabilities of $549,646, reflecting working capital of $(215,607).

At July 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 July 31, 1996 was $18,790 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  $255,539 at 
July 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 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 Adminis-
trative 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.

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 Regis-
trant was changed to Newgold, Inc. 

As of November 21, 1996, Registrant, as Warehouse Auto Centers, Inc., had sub-
stantially 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 bank-
ruptcy 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.

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 including 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 Reorgan-
ized 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