CURRENT REPORT FOR ISSUERS SUBJECT TO THE
1934 ACT REPORTING REQUIREMENTS
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15d of the Securities Exchange of 1934
Date of Report (Date of earliest event reported): October 21, 1996
CHANNEL AMERICA BROADCASTING, INC.
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(Exact name of registrant as specified in Its Charter)
FLORIDA O-7870 59-3229961
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(State of Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
1509 S. FLORIDA AVENUE, LAKELAND, FL 33803
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(Address of Principal Executive Offices) (Zip Code)
(941) 683-6467
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(Issuer's Telephone Number, Including Area Code)
EVRO CORPORATION
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(Former name, former address and former fiscal year, if changed since last
year.)
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Item 5. Other Events
The purpose of this Form 8-K in to file a proforma consolidated balance sheet
which reflects certain capital transactions reported on Form 8-K dated October
21, 1996 and to show that with these transactions, Channel America Broadcasting,
Inc. (The "Company") is in compliance with the Nasdaq SmallCap Market continuing
listing requirement for capital and surplus as set forth in Rule 4310(c)(3). The
Proforma Consolidated Balance Sheet shown below has been prepared as if the
following transactions had occurred on June 30, 1996:
(1) Acquisition of Hallmark Properties, Inc. in exchange for 2,447,059
shares of the Company's common stock.
(2) Acquisition of inventory in exchange for 50,000 shares of the
Company's Series C Convertible Preferred Stock.
(3) Conversion of convertible debentures having an adjusted principle
balance of $784,000 and accrued interest of $49,297, or total indebtedness of
$833,297, into 2,404,914 shares of the Company's common stock.
(4) Conversion of convertible debentures having an adjusted principle
balance of $4,157,000 and accrued interest of $297,182, or total indebtedness of
$4,454,182, into 445.4182 shares of the Company's Series B Convertible Preferred
Stock.
During the four month period after June 30, 1996, the balance sheet date,
management estimates that the Company incurred a net loss of approximately
$2,900,000, of which approximately $600,000 represents the amortization of
deferred compensation, which was originally recorded as a direct offset to
Stockholders' Equity. Accordingly, management estimates that the loss for the
four months period ended October 31, 1996 will reduce Stockholders' Equity by
approximately $2,300,000. This estimated loss has not been reflected in the
proforma consolidated balance sheet.
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<TABLE>
<CAPTION>
CHANNEL AMERICA BROADCASTING, INC. AND SUBSIDIARIES
PROFORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
06/30/96 06/30/96
ASSETS BALANCES PROFORMA PROFORMA
CURRENT ASSETS: AS REPORTED ADJUSTMENTS BALANCES
------------ ------------ -------------
<S> <C> <C> <C>
Cash $ 24,682 $ $ 24,682
Notes and other receivables 72,311 72,311
Inventories 77,814 (2) 850,000 927,814
Prepaid expenses 125,595 125,595
------------ ----------- ------------
TOTAL CURRENT ASSETS 300,402 850,000 1,150,402
PROPERTY EQUIPMENT, AND PROGRAM LIBRARY
(less accumulated depreciation of $940,727) 5,073,547 (1) 1,394,000 6,467,547
OTHER ASSETS
Goodwill (less accumulated amortization of $770,047) 11,320,450 11,320,450
Other-net 1,844,394 (3) (122,957) 1,064,203
(4) (657,234)
------------ ------------ -------------
TOTAL ASSETS $ 18,538,793 $ 1,463,809 $ 20,002,602
============ ============ =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable and current portion of long-term debt $ 1,606,395 $ $ 1,606,395
Notes payable-related parties 251,982 251,982
Convertible debentures 6,408,001 (3) (784,000) 1,467,001
(4) (4,157,000)
Accounts payable 4,457,903 4,457,903
Accured liabilities 2,638,347 (3) (49,297) 2,291,868
(4) (297,182)
Amounts due to affiliates 1,080,595 1,080,595
------------ ------------ ------------
TOTAL CURRENT LIABILITIES 16,443,223 (5,287,479) 11,155,744
LONG-TERM DEBT:
Long-Term debt 1,251,008 (1) 744,000 1,995,008
Other 558,351 558,351
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TOTAL LIABILITIES 18,252,582 (4,543,479) 13,709,103
------------ ------------ ------------
MIORITY INTEREST 231,930 231,930
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PREFERRED STOCK-SERIES C SUBJECT TO
REPURCHASE AGREEMENT 500,100 500,100
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STOCKHOLDERS' DEFICIT:
Preferred stock 12,338,458 (2) 850,000 16,985,406
(4) 3,796,948
Common stock 5,382,476 (1) 650,000 6,742,816
(3) 710,340
Accumulated deficit (17,080,236) (17,080,236)
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640,698 6,007,288 6,647,986
Less:
Unearned compensation (970,312) (970,312)
Subscription receivable (115,000) (115,000)
Common stock held by subsidiary-666 shares (1,205) (1,205)
------------ ------------ -------------
TOTAL STOCKHOLDERS' DEFICIT (445,819) 6,007,288 5,561,469
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TOTAL LIABILITIES AND STOCKHOLDERS'DEFICIT $ 18,538,793 $ 1,463,809 $ 20,002,602
============ ============ ============
</TABLE>
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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.
Date: November 4, 1996
Channel America Broadcasting, Inc.
By: /s/ O. DON LAUHER
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O. Don Lauher
Chief Financial Officer
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