EVOLUTIONS INC
8-K, 1997-06-11
MISC DURABLE GOODS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                        PURSUANT TO SECTIONS 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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        Date of Report (Date of Earliest Event Reported): April 16, 1997



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


        DELAWARE                   0-27788                  22-3420712
       (State of            (Commission File Number)      (I.R.S. Employer 
     Incorporation)                                       Identification No.)
     

                266 Harristown Road, Glen Rock, New Jersey 07452
              (Address of principal executive offices and zip code)


                                (201) 493 - 9595
              (Registrant's telephone number, including area code)






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Item 5. Other Events

The Company's secured lender, Heller Financial,  Inc.("Heller'),  has foreclosed
on substantially all of the assets of the Company's apparel subsidiaries in view
of a default of  approximately  $2.8  million  in  connection  with  outstanding
obligations to Heller.  Effective, June 6, 1997, the subsidiaries have filed for
protection under Chapter 11 of the Bankruptcy Code.


Item 6. Resignations of Registrant's Directors

         On April 16, May 1, May 1 and May 12, 1997,  Messrs.  Mark Mastroianni,
Paul  Litwinczuk,  David Katz,  and Robert  O'Brien,  respectively,  resigned as
members of the Company's  Board of Directors.  The only remaining  member of the
Board is Michael  Nafash,  President and Chief  Executive  Officer.  None of the
resignations  involved any disagreement  with the Company on any matter relative
to the Company's  operations,  policies or practices.  The Company is seeking to
fill the vacancies.







                                                    
<PAGE>


SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                     EVOLUTIONS, INC.

     
                                            By: /s/ Michael Nafash
                                               ------------------- 
                                                    Michael Nafash, President


Date: June 10, 1997




                                                         

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