<PAGE> 1
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were:
$1,081,000.
The aggregate market value of the voting stock held by non-affiliates
of the registrant on April 13, 1995 totaled $3,001,036 (computed by reference
to the closing bid price ($2.8125).
The number of shares outstanding of registrant's common stock, no par
value, at April 13, 1995, was 2,197,957 shares.
-2-
<PAGE> 2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
INTRODUCTION
EVRO Corporation, ("EVRO") operates one wholly owned subsidiary,
Technology Holdings, Inc., a Florida corporation ("THI"), and its newly
acquired subsidiary, The Sports & Shopping Network, Inc., a Florida corporation
("TSSN"), in which it recently acquired 98.35% of the issued and outstanding
shares of common stock from its former owner, The Stellar Companies, Inc., a
Florida corporation ("Stellar"). EVRO agreed to offer to acquire the remaining
1.65% of TSSN's issued and outstanding shares of common stock which are held by
a number of minority shareholders in exchange for 281,418 shares of EVRO's
common stock. (See Historical Operations - Acquisition of The Sports &
Shopping Network, Inc.)
HISTORICAL OPERATIONS
EVRO was organized February 5, 1946, under the name of Moreno-Cripple
Creek Corporation, which name was changed to Moreno Uranium Corporation on
March 12, 1954, to EnviroSearch Corp. on March 10, 1970, to EVRO Financial
Corp. on September 17, 1986, and finally to EVRO Corporation on March 1, 1994.
On May 24, 1974, EVRO sold 1,000,000 shares of its common stock (on a
pre-split basis) to Cresson Consolidated, Inc. for $200,000. Cresson
Consolidated, Inc. subsequently liquidated and distributed its ownership of
EVRO to its shareholders. EVRO then filed a Form 10 with the Securities and
Exchange Commission on August 16, 1974, to become a full reporting company.
EVRO was previously engaged in the oil and gas industry, both as the
general partner in several limited partnerships and by its investments in the
stock of companies in the oil and gas industry. Additionally, EVRO has
investments in land held for resale. During 1987, EVRO sold the majority of
its producing oil and gas properties, its interests in partnerships, and a
large portion of its real estate. On February 15, 1990, EVRO purchased all the
stock of Treasure Rockhound Ranches, Inc., a Texas corporation ("Treasure
Rockhound").
On October 19, 1992, EVRO executed an Agreement and Plan of
Reorganization (the "Reorganization Agreement") which was consummated for
financial statement purposes effective December 31, 1992, with Lintronics
Technologies, Inc., a Florida corporation ("Lintronics") and the owners of
record of all of the issued and outstanding shares of the common stock of
Lintronics (the "Lintronics Shareholders"), pursuant to which EVRO acquired
100% of Lintronics' issued and outstanding shares of common stock in exchange
for 15,100,000 shares of common stock of EVRO. As a result of this
reorganization, the Lintronics Shareholders controlled 94.2% of EVRO's
16,026,227 shares of common stock issued and outstanding as of October 19,
1992.
On February 22, 1994, EVRO entered into a Stock Purchase Agreement and
a Capital Stock Escrow Agreement whereby it purchased 60% of the issued and
outstanding shares of common stock of The Good Health Channel, Inc., a Florida
corporation ("Good Health").
-3-
<PAGE> 3
In 1994, EVRO formed a wholly owned subsidiary, Tres Rivers, Inc.
("Tres Rivers"), a Texas corporation, in order to acquire the assets of Three
Rios, Ltd., consisting of a 46-acre recreational vehicle campground. The
parties entered into an Asset Purchase Agreement on July 15, 1994.
On January 20, 1995, EVRO organized THI and contributed all of its
assets to THI, including 100% of the issued and outstanding common stock of
Lintronics, Treasure Rockhound, Tres Rivers and EVRO Trading Corporation, a
Florida corporation ("EVRO Trading"), and 60% of the issued and outstanding
common stock of Good Health into THI in exchange for all of the issued and
outstanding stock of THI. In connection with such transfer, THI assumed all of
the liabilities of EVRO.
In March 1995, in connection with the winding up of the health related
business segment, a dispute arose between THI, EVRO and the President of EVRO
Trading in which certain claims were asserted by each of THI, EVRO and the
President of EVRO Trading. As a part of the settlement agreement entered into
on March 24, 1995, with the President of EVRO Trading, THI transferred
ownership of 55% of the common stock of EVRO Trading to him in exchange for an
arrangement whereby EVRO would maintain a 45% interest in the common stock of
EVRO Trading, with no obligation for additional funding. Both parties also
signed mutual general releases and noncompete agreements in connection with the
settlement. On March 24, 1995, THI also executed a 10 day secured promissory
note ("Note") for $30,776.99 in favor of the President of EVRO Trading which
represents amounts due the President of EVRO Trading and a consultant for EVRO
Trading for back salary, fees and expenses. The Note was secured by the
remaining 45% of the common stock of EVRO Trading ("Security"). On April 3,
1995, THI defaulted on the Note and surrendered the Security to the President
of EVRO Trading.
ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.
The Sports & Shopping Network, Inc., a Florida corporation ("TSSN"),
is a development stage company that anticipates owning and operating a
television shopping network. Stellar owned 98.35% of the shares of the capital
stock of TSSN; however, Stellar had granted Boyar Holdings, Inc. ("BHI") an
option to acquire all of Stellar's shares of TSSN (the "TSSN Option"). On
January 12, 1995, EVRO purchased the TSSN Option from BHI, pursuant to the
terms of the Assignment of Option Agreement by and between BHI and EVRO. As
consideration for the transfer of the TSSN Option, EVRO issued to BHI 30,000
shares of EVRO's Series E Convertible Preferred Stock ("Series E Preferred
Stock") which is convertible into 3,000,000 shares of EVRO's common stock after
the anticipated increase in EVRO's authorized shares of common stock is made
effective. In the event of liquidation or dissolution of EVRO, whether
voluntary or otherwise, after payment of the debts and liabilities of EVRO, the
holders of the Series E Preferred Stock shall be entitled to receive $1.00 per
share in cash (an aggregate of $30,000), subject to the prior rights of the
holders of EVRO's Series A, B, C and D Preferred Stock.
On March 14, 1995, EVRO exercised the TSSN Option and acquired 98.35%
of the issued and outstanding shares of the common stock of TSSN from Stellar
in exchange for EVRO's agreement to issue 16,759,038 shares of its common stock
to Stellar, which, when issued, will represent 77.09% of the outstanding shares
of EVRO's common stock, calculated on a fully diluted basis. As EVRO only had
2,500,000 shares of common stock authorized at the time of the exercise of the
TSSN Option, EVRO and certain of its shareholders agreed to
-4-
<PAGE> 4
use their best efforts to cause EVRO's authorized common stock to be increased
as soon as was practicable. Pending such increase in EVRO's authorized common
stock, EVRO issued Stellar 500,000 shares of its authorized but then unissued
shares of common stock. Once EVRO increases the number of shares of its
authorized common stock, EVRO must immediately issue 16,259,038 (16,759,038 -
500,000) shares of its common stock to Stellar, representing the balance of the
shares of EVRO's common stock that EVRO is obligated to issue to Stellar under
the purchase agreement. Pursuant to the agreement between EVRO and Stellar,
EVRO also agreed to offer to purchase the remaining 1.65% of TSSN's issued and
outstanding shares of common stock held by TSSN's minority shareholders in
exchange for, in the aggregate, 281,418 shares of EVRO's common stock.
In conjunction with the TSSN acquisition, American Clinical Labs, Inc.
("ACL") the holder of 587,219 shares of EVRO's common stock, granted Stellar an
irrevocable proxy to represent ACL or any assignee thereof at all regular and
special meetings of shareholders, or in connection with any other shareholder
action of EVRO, but only in ACL's capacity as the owner of record of, and to
vote the shares of the common stock of EVRO which were owned by ACL as of March
14, 1995 ("the ACL Shares"). The irrevocable proxy was effective March 14,
1995 and expires on the date the ACL Shares represent less than five percent
(5%) of EVRO's issued and outstanding shares of common stock.
Further, in conjunction with the TSSN acquisition, EVRO elected Thomas
L. Jensen, Daniel Boyar and Stephen H. Cohen to its Board of Directors, with
Mr. Jensen being elected as the new Chairman of the Board. Messrs. D. Jerry
Diamond, James L. Kennedy and Gerald L. Pennington will continue to serve as
directors. Mr. George F. Scantland, III, resigned as a director prior to the
TSSN acquisition. D. Jerry Diamond, Donald R. Mastropietro and Teresa B.
Fannin resigned their previously held offices with EVRO. The current officers
of EVRO are Daniel Boyar (CEO and President), Christopher P. Dona (Vice
President), O. Don Lauher (CFO and Treasurer), Stephen H. Cohen (Secretary),
and Teresa B. Fannin (Assistant Secretary).
EVRO has formed a wholly owned subsidiary, THI, which owns all of the
assets that were owned by EVRO prior to the TSSN acquisition. Pursuant to such
acquisition, the holders of record of EVRO's common stock as of March 27, 1995,
will be issued a stock dividend consisting of EVRO's Series D Convertible
Preferred Stock ("Series D Preferred Stock"). EVRO has the right, but not the
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's
issued and outstanding capital stock. In the event of liquidation or
dissolution of EVRO, whether voluntary or otherwise, after payment of the debts
and liabilities of EVRO, the holders of the Series D Preferred Stock shall be
entitled to receive all of the shares of THI, subject to the prior rights of
the holders of EVRO's Series A, B and C Preferred Stock.
The creation of THI and the authorization and issuance of EVRO's
Series D Preferred Stock was done for the purpose of preserving the value of
EVRO's then existing assets for the holders of EVRO's common stock at the time
of the TSSN acquisition. Due to the significant difference in the historical
business of EVRO and that of TSSN, EVRO insisted on the creation of THI as a
condition of the TSSN acquisition. EVRO is currently seeking to raise
additional capital through the sale of EVRO's capital stock in one or more
private equity offerings, primarily to fund the TSSN operations. Upon
successful completion of the private equity offerings, EVRO intends to redeem
its Series D Preferred Stock in exchange for all of THI's issued and
outstanding common stock.
-5-
<PAGE> 5
The EVRO-TSSN agreement also provides that THI shall be entitled to
receive, on an annual basis, that number of shares of EVRO's voting common
stock (the "Special Shares") equal to 20% of the average total assets of THI
over a twelve month period (March 14 through the following March 13 each year)
divided by two dollars. The phrase "total assets" shall mean the amount set
forth on the consolidated balance sheet of THI as total assets and shall
include, but not be limited to, current assets, property and equipment (net of
accumulated depreciation), investments and other assets (net of accumulated
amortization and adjustments). The phrase "average total assets" shall be
computed by adding the total assets (as defined above) of THI as set forth on
the balance sheets of THI during each of the quarters ending March 31, June 30,
September 30 and December 31 during each applicable twelve month period and
dividing such sum by four. THI shall ratably earn the Special Shares over each
applicable twelve month period. THI's entitlement to the Special Shares shall
cease upon EVRO's redemption of its Series D Preferred Stock.
Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of (a) two dollars per share; or (b) 50% of the bid
price of EVRO's common stock as of the end of the month preceding Stellar's
exercise of its option. Stellar's option to acquire the Special Shares shall
terminate June 30, 1997. Stellar has not been granted "registration rights"
with respect to the Special Shares.
The following example is provided to illustrate the application of the
contractual provisions of the EVRO-TSSN agreement related to the obligation of
EVRO to issue Special Shares. The following illustration presumes that EVRO
has not redeemed its Series D Preferred Stock prior to March 13, 1996, as such
event terminates the obligation of EVRO to issue Special Shares as discussed
more fully above.
EXAMPLE: Assuming that the average total assets of THI for the period
from March 14, 1995 to March 13, 1996, equalled the total assets of
THI on December 31, 1994, ($5,194,873), then the number of shares of
EVRO common stock; i.e., the Special Shares, that would be issued to
THI would total 519,487 shares [(20% x $5,194,873) / $2.00].
Stellar has the option to purchase the Special Shares from THI on or
before June 30, 1997 by paying THI the greater of (a) two dollars per
share; or (b) 50% of the bid price of EVRO's common stock as of the
end of the month preceding Stellar's exercise of its option. Assuming
that the bid price of EVRO's common stock on March 14, 1996, is equal
to the bid price of EVRO's common stock on March 14, 1995 [$1.31], the
option price would be $2.00. If Stellar were to exercise its option
to acquire all of the Special Shares, it would be required to pay THI
$1,038,974.
To the extent that EVRO redeems the Series D Preferred Stock by
issuing shares of THI to the holders thereof, the common shareholders of EVRO
who do not also own shares of the Series D Preferred Stock will be diluted, as
EVRO will receive no consideration for the issuance of the Special Shares. To
the extent that Special Shares are issued to THI and Stellar exercises its
option to acquire the Special Shares from THI, Stellar will benefit from such
transaction to the extent that the market price of the shares of EVRO's common
stock is greater than the option price that Stellar must pay THI for the
Special Shares.
EXAMPLE: Assume that the "bid" price of EVRO's common stock on March
31, 1996, was $3.75 and the "ask" price $4.00. Applying the formula
set forth above, if Stellar
-6-
<PAGE> 6
exercises its option to acquire the Special Shares on April 15, 1996,
the option price will be $2.00 per share (the greater of $2.00 or 50%
of the bid price of EVRO's common stock). Stellar would receive a
benefit unavailable to other shareholders of EVRO as it would be able
to acquire shares of the common stock of EVRO at a substantial
discount to the "ask" price of the shares of EVRO; however, the shares
acquired by Stellar would be restricted securities, as that term is
defined in Rule 144(a)(3), promulgated by the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, and as
a result thereof, not freely transferable by Stellar.
If the Series D Preferred Stock has not been redeemed by June 30,
1997, the holders thereof shall be entitled to receive a special dividend of
shares of EVRO's common stock in an aggregate amount equal to the number of
Special Shares held by THI as of June 30, 1997. As long as the Series D
Preferred Stock remains outstanding, additional stock dividends shall be
payable by EVRO to the holders of the Series D Preferred Stock, beginning July
1, 1998, and continuing each July 1st thereafter until EVRO has redeemed its
Series D Preferred Stock, in an annual amount equal to the number of Special
Shares transferred to THI during the immediately preceding applicable twelve
month period.
For financial reporting purposes, the business combination between
TSSN and EVRO will be accounted for as a reverse purchase acquisition under
which TSSN and EVRO will be recapitalized to include the historical financial
information of TSSN and the assets and liabilities of EVRO revalued to reflect
the market value of EVRO's outstanding shares. The following Proforma Combined
Condensed Balance Sheet as of December 31, 1994 and Proforma Combined Condensed
Statement of Operations for the year then ended have been prepared as if the
EVRO-TSSN business combination had occurred as of January 1, 1994. The
financial statements for TSSN, which are unaudited, have been included as of
September 30, 1994 and for the nine months then ended, since they were the most
recent financial statements available. Upon completion of the audited
financial statements for TSSN for the period ending December 31, 1994, EVRO
intends to file an amendment to its Form 8-K dated March 14, 1995 to provide
the audited financial statements of TSSN and the proforma financial information
required, on or before May 13, 1995.
(Remainder of page left blank intentionally.)
-7-
<PAGE> 7
EVRO CORPORATION AND THE SPORTS & SHOPPING NETWORK, INC.
Proforma Combined Condensed Balance Sheet
December 31, 1994
- --------------------------------------------------------------------------------
ASSETS
<TABLE>
<S> <C>
Total current assets $ 249,000
Total property and equipment 3,511,000
Total other assets 3,348,000
-----------
TOTAL ASSETS $ 7,108,000
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Total current liabilities $ 1,346,000
Total long-term debt 1,786,000
-----------
TOTAL LIABILITIES 3,132,000
TOTAL STOCKHOLDERS' EQUITY 3,976,000
-----------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 7,108,000
===========
</TABLE>
Proforma Combined Condensed Statement of Operations
Year Ended December 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Sales and Revenues: $ 1,083,000
Costs of sales and Revenues 611,000
-----------
Gross Margin 472,000
Operating Expenses: 3,938,000
-----------
Operating Loss (3,466,000)
Other Income (Expenses:) (150,000)
-----------
Net Loss of Continuing Operations (3,616,000)
Loss of Discontinued Operations (2,909,000)
-----------
NET LOSS $(6,525,000)
===========
</TABLE>
-8-
<PAGE> 8
BUSINESS OF EVRO
Since 1990, EVRO has overseen the operation and management of
recreational vehicle ranches owned by Treasure Rockhound and the development
and sales of medical imaging devices manufactured by Lintronics. In 1994, EVRO
expanded its operations to include medical video programming when it acquired
60% of Good Health in February, and in July increased its campground operation
with the acquisition of Tres Rivers which owns and operates a 46-acre
recreational vehicle campground in Texas. As more fully described in the
sections captioned "Business of EVRO - Lintronics Technologies, Inc." and
"Business of EVRO - The Good Health Channel, Inc.", EVRO had two business
segments, a health related business segment and a recreational business
segment. EVRO operated the health related business segment through the
following, direct or indirect, subsidiary corporations: Lintronics, Good
Health, Imaging Technologies, Inc. ("Imaging"), a corporation organized under
the laws of the British Virgin Islands and a wholly owned subsidiary of
Lintronics, and EVRO Trading. During the last quarter of EVRO's 1994 fiscal
year, EVRO discontinued the business operations of its health related business
segment (other than winding-up activities), effective as of December 31, 1994.
Disposable assets of the discontinued operations totaled approximately $32,000
at December 31, 1994.
In January 1995, EVRO formed THI and contributed all of its assets to
THI, including 100% of the issued and outstanding common stock of Lintronics,
Treasure Rockhound, Tres Rivers, EVRO Trading and 60% of the issued and
outstanding common stock of Good Health in exchange for all of the issued and
outstanding capital stock of THI. In connection with such transfer, THI
assumed all of the liabilities of EVRO. In March 1995, EVRO acquired from
Stellar 98.35% of the shares of the common stock of TSSN, a development stage
company engaged in the business of developing a television shopping network
specializing in the marketing of sports memorabilia, apparel and related
products.
THE SPORTS & SHOPPING NETWORK, INC.
TSSN was formed on December 16, 1992 to develop a television shopping
network specializing in the marketing of sports memorabilia, apparel and
related merchandise through satellite and cable television stations.
Television shopping, as a form of business activity, has been the subject of
rapid development and expansion over the last decade and may, by the turn of
the century, become a major component of retailing in the world marketplace.
Television shopping began with the offering of a variety of products by such
companies as QVC and Home Shopping Network, each of which began as a start-up
venture that have seen their respective annual sales expand to more than $1
billion currently. Others, including major conventional retailers, are
entering the business. It is this marketplace, now estimated as having annual
retail sales of more than $2.5 billion, in which TSSN intends to participate,
by taking advantage of perceived strategic advantages that it can market in
competition with the current market leaders.
It is management's opinion that barriers to entry in this market have
been significantly reduced due to the anticipated expansion of basic cable
channels which will be provided to the viewing public. It is estimated that
500 or more channels will be available to the more than 60 million cable
households who tune in each day. As a result, a window of opportunity exists
to create an entertaining shopping show which will be attractive to television
executives and home shoppers alike. Television executives will be challenged
to identify low cost yet entertaining programs to retain and expand their
audiences. In that regard, TSSN's business plan is to focus
-9-
<PAGE> 9
its prime time telecast hours to capitalize on the marketing of sports-related
products from sporting goods manufacturers, as well as highlighting its own
sports memorabilia and apparel line. During off-peak hours, TSSN will provide
sports products of general interest to appeal to the broad range of viewers in
these time slots. It will also seek to provide a source of income to the
stations that carry its broadcast by offering a percentage of the gross
revenues that it generates from their viewing audiences.
TSSN intends to supply a TV program designed to capture the attention
of sports enthusiasts with accurate up-to-the-minute information on all major
sporting events as well as providing the opportunity to shop for a wide variety
of sporting goods at discounted prices. TSSN will also offer the serious
collector sports memorabilia not easily acquired other than on TSSN. TSSN
anchor sales personnel will explain the qualities of products they are selling
and help the viewer understand how to use them to best help their game or
sport. TSSN will strive to keep a strong and loyal viewership by utilizing
all-star athletes as anchors as much as possible. TSSN intends to use sports
legends extensively in connection with the sale of its memorabilia. TSSN plans
to use special graphics to update the scores of major professional and amateur
events, which will allow the sales anchors to continue selling products while
the scores are being updated and create prospective customers from viewers who
tune in to catch a score update.
TSSN will seek to provide a broad range of products to satisfy the
diverse needs of its viewers at prices below its competition. EVRO believes
this effort will be successful as a result of its ability to source product
directly from major wholesalers, thereby enabling savings to be passed on to
the consumer. TSSN has acquired "Cager Classic," a trademarked apparel line
with products that are planned to be marketed and distributed nationally to
department stores, sports stores, college bookstores and catalog merchandisers
after its initial introduction on TSSN. The apparel and sports collectibles
owned by TSSN will be marketed by their brand names to ensure maximum brand
development for each product.
TSSN has a capability to bring to its viewers sports memorabilia and
collectibles that have been created solely for its use. Through an agreement
with Yes! Entertainment, an unaffiliated manufacturer specializing in "talking
books" produced with audio disc technology previously owned by a TSSN
subsidiary, TSSN has retained the right to the exclusive use of that technology
in connection with the marketing of recordings related to the activities of
notable sports figures and specific sports events. This patented product will
allow the sports fan to hear the excitement and relive the thrill of events
such as Hank Aaron breaking Babe Ruth's home run record or Wilt Chamberlain
scoring 100 points in a single game.
TSSN expects to create a series of broadcasts which will be unusual
and entertaining, yet complement studio broadcasts. In the coming year, TSSN
hopes to create a series of remote broadcasts directly from the sites of major
sporting events or sporting goods shows. This ability will allow TSSN viewers
to see sports celebrities, while at the same time staying current with respect
to the new products and technologies that are introduced for marketing in
particular sports activities.
EVRO estimates that during its 1995 fiscal year, TSSN will require
funds of $3,500,000, $1,500,000 to fund TSSN's development stage expenses and
$2,000,000 for the acquisition of one or more existing businesses that produce
cable television programming and/or businesses that have contracts with
existing cable companies to carry such programming. EVRO anticipates raising
such funds by the issuance of its shares of capital stock and/or issuing its
debt
-10-
<PAGE> 10
instruments, in one or more "private placements" of such securities. EVRO
believes that it will take eighteen months to implement TSSN's business plan.
TECHNOLOGY HOLDINGS, INC.
THI was formed in January 1995 as a wholly owned subsidiary of EVRO.
THI owns all of the assets that were owned by EVRO prior to the TSSN
acquisition. Pursuant to such acquisition, the holders of EVRO's common stock
as of the record date of March 27, 1995, will be issued a stock dividend
consisting of EVRO's Series D Convertible Preferred Stock ("Series D Preferred
Stock") which will have no voting rights. EVRO has the right, but not the
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's
issued and outstanding capital stock.
THI is entitled to receive, on an annual basis, that number of shares
of EVRO's voting common stock (the "Special Shares") equal to 20% of the
average total assets of THI over a twelve month period (March 14 through the
following March 13 each year divided by two dollars. The phrase "total assets"
shall mean the amount set forth on the consolidated balance sheet of THI as
total assets and shall include, but not be limited to, current assets, property
and equipment (net of accumulated depreciation), investments and other assets
(net of accumulated amortization and adjustments). The phrase "average total
assets" shall be computed by adding the total assets (as defined above) of THI
as set forth on the balance sheets of THI during each of the quarters ending
March 31, June 30, September 30 and December 31 during each applicable twelve
month period and dividing such sum by four. THI shall ratably earn the Special
Shares over each applicable twelve month period. EVRO's entitlement to the
Special Shares shall cease upon EVRO's redemption of its Series D Preferred
Stock.
Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of (a) two dollars per share; or (b) 50% of the bid
price of EVRO's common stock as of the end of the month preceding Stellar's
exercise of its option. Stellar's option to acquire the Special Shares shall
terminate June 30, 1997. Stellar has not been granted "registration rights"
with respect to the Special Shares. EVRO is prohibited from pledging,
hypothecating or otherwise encumbering its shares of THI's capital stock.
If the Series D Preferred Stock has not been redeemed by June 30,
1997, the holders thereof shall be entitled to receive a special dividend of
shares of EVRO's common stock in an aggregate amount equal to the number of
Special Shares held by THI as of June 30, 1997. As long as the Series D
Preferred Stock remains outstanding, additional stock dividends shall be
payable by EVRO to the holders of the Series D Preferred Stock, beginning July
1, 1998 and continuing each July 1st thereafter until EVRO has redeemed its
Series D Preferred Stock, in an annual amount equal to the number of Special
Shares transferred to THI during the immediately preceding applicable twelve
month period.
THI has four wholly owned subsidiaries--Lintronics, Treasure
Rockhound, EVRO Trading and Tres Rivers and owns 60% of the capital stock of
Good Health. The operations of Lintronics, EVRO Trading and Good Health, and
Imaging, a wholly owned subsidiary of Lintronics, were discontinued as of
December 31, 1994.
-11-
<PAGE> 11
LINTRONICS TECHNOLOGIES, INC.
In June 1993, at Lintronics' request, its representatives met with the
FDA in Washington, D.C., to attempt to satisfy issues as to the efficacy of
transillumination devices in general and Lintronics' transillumination products
in particular. The FDA asserts that sufficient clinical studies have not been
submitted to substantiate the claim that the technology of transillumination is
effective and therefore, deems this technology to be ineffective. Lintronics
believes that the FDA's conclusion regarding transillumination technology and
the efficacy of its products is based on a National Institutes of Health study
conducted with a type of breast scanning device which utilized a process very
different from the process employed in Lintronics' products. Clinical and
field studies have shown that Lintronics' transillumination products are
effective in detecting breast abnormalities. In 1986, clinical trials on a
Lintronics lightscanning device were conducted at the University of Miami to
determine its effectiveness in detecting breast abnormalities. The study
reports that the device proved effective in the hands of trained personnel and
could be used with routine breast examination and mammography to increase yield
of breast pathology. Lintronics is unaware of any studies performed using its
lightscanning devices which have reported contrary conclusions or results. In
addition to its studies from the University of Miami, Lintronics presented
numerous clinical studies conducted by physicians in China on equipment
designed by Lintronics' predecessor company and other similar equipment. These
studies concluded that transillumination was effective. In China,
transillumination has been the modality of choice for breast examination for
the past several years. However, these studies did not convince the FDA as to
the efficacy of transillumination products in general and Lintronics' products
in particular.
In late 1994, it became apparent that the FDA intended to classify all
transillumination devices as Class III devices. The FDA confirmed this
suspicion in a report contained in the January 13, 1995 issue of the Federal
Register, which stated that: "FDA concluded that the transillumination devices
are not clinically effective for the diagnosis or detection of breast cancer or
other breast abnormalities or conditions, and that the use of the technique may
contribute to the delay of detection of lesions in the early stages of cancer,
when the disease is most treatable. At this time, therefore, the distribution
of breast transillumination devices or any multipurpose transillumination
device that is labeled, promoted, or intended for use in the diagnosis or
detection of breast cancer is in violation of the law, regardless of whether
the device is labeled for independent use or adjunctive use with mammography.
FDA has initiated enforcement actions against manufacturers who have continued
to distribute transilluminators." As disclosed in EVRO's Annual Report on Form
10-KSB for its year ended December 31, 1993, Lintronics voluntarily recalled
all transillumination devices that it sold domestically. That recall was
completed in 1994.
Following the FDA determination that transillumination devices are
non-efficacious, Lintronics planned to use third party, foreign, subcontract
facilities to manufacture its product and to use Imaging Technologies, Inc.
("Imaging"), a foreign subsidiary wholly-owned by Lintronics, to market and
distribute its video breast imaging systems in the foreign marketplace. These
efforts were not successful. Due to management's concern in late 1994 that the
FDA might issue a pronouncement prohibiting the distribution of breast
transillumination devices intended for use in the diagnosis or detection of
breast cancer (which concern was confirmed by the FDA's pronouncement in the
January 13, 1995 Federal Register to that effect), EVRO decided, effective as
of December 31, 1994, to cease the operations of its health related business
segment. Although EVRO may continue limited research efforts related to the
development of
-12-
<PAGE> 12
the technology related to the MAMMO-SCAN(R) device, there can be no assurance
that the technology, if developed, will be acceptable to the FDA or the medical
community.
TREASURE ROCKHOUND RANCHES, INC.
Treasure Rockhound operates seven recreational ranches in four
southwestern states. Its private membership organization, Camper Ranch Club of
America ("Camper Ranch Club"), is now in its 22nd year of offering its
approximately 5,300 dues-paying members, primary recreational vehicle ("RV")
travelers, daily or long term leases on improved campsites at its various ranch
locations. Treasure Rockhound owns approximately 5,000 acres and leases
approximately 7,300 acres from individuals, states and the federal government.
The Treasure Rockhound ranches cater to a growing trend in the
hospitality field, namely remote, independent excursions into naturally
pristine areas of the country. Ranches are located in valleys, on mountains or
near natural shorelines and offer RV travelers a different climate and culture
in which to enjoy their leisure time.
The demographics of the RV vacationer are clearly defined, and their
growth has shown steady, although not dramatic increase. Members of the Camper
Ranch Club have year-round access to all of the fully managed Treasure
Rockhound ranches which provide electric and water hookups for their
convenience and the opportunity to explore the natural beauty surrounding all
ranch locations.
In late 1994, Treasure Rockhound reinstituted its advertising campaign
in various recreational and camper magazines and expanded and improved several
ranches in its effort to attract new interest to the organization. It plans to
continue these efforts in 1995.
TRES RIVERS, INC.
Tres Rivers is a 46 acre recreational vehicle campground in Glen
Rose, Texas located approximately 55 miles southwest of Dallas/Fort Worth.
Tres Rivers RV facilities can accommodate approximately 500 RVs. Tres Rivers
also offers tent camping, cabin rentals and meeting and entertainment
facilities. Located on a scenic junction of three rivers, Tres Rivers offers
various water recreation opportunities.
THE GOOD HEALTH CHANNEL, INC.
Good Health's mission was to provide health information programming
designed for physician waiting rooms. Good Health's primary objective was to
provide patient education to a large number of consumers of medical services by
installing a video replay device and TV monitor in waiting rooms of medical
facilities throughout the U.S. This programming, along with relevant
advertising, was to be presented continuously to the waiting room audience to
turn negative waiting time into a positive, educational experience. A
secondary goal was to provide a unique, out-of-home advertising medium for
consumer and pharmaceutical companies interested in reaching Good Health's
target audience.
During 1994, Good Health's efforts to obtain funding for equipment
leasing, secure advertisers to underwrite its programming, and subscribe a
sufficient number of pediatric offices
-13-
<PAGE> 13
were unsuccessful. The combination of these three shortcomings and the
significant losses generated by Good Health's operations caused EVRO to
discontinue the operations of Good Health, effective as of December 31, 1994.
MARKETING AND COMPETITION
THE SPORTS & SHOPPING NETWORK, INC.
The home shopping television programming business is highly
competitive, dependent upon and subject to technology advancements and requires
the availability of substantial capital. The annual sales of Home Shopping
Network and QVC represent 80% or more of the aggregated retail sales of the
television home shopping market. In 1993, Home Shopping Club had gross sales
of over $1 billion and QVC had gross sales of over $1.2 billion. Home Shopping
Club is currently broadcasting to just over 60 million homes, and QVC is in
just under 53 million homes. Both stations sell sports memorabilia, on a
limited basis, mostly in the form of collectible cards, (baseball, football,
basketball and hockey). QVC also sells baseball cards and other assorted
memorabilia and generally concentrates on higher quality products at higher
prices than Home Shopping Club. In addition, there are a number of smaller
companies which offer shop at home programming on satellite and directly to
broadcasting stations and cable networks on a part-time basis. The financial
and operating resources of more established providers of television shopping
services are far superior to those of TSSN, potentially enabling them to outbid
TSSN for available broadcast time. Moreover, if TSSN's programming orientation
or other methodologies by which it will seek to secure broadcast space are
successful, it can expect to find larger providers offering similar products at
highly competitive prices and margins within the market segment staked out by
TSSN.
Other forms of competition include sporting goods stores, department
stores, specialty shops, pro shops and mail order catalogues. In recent years,
new mega-stores, located in large metropolitan areas, such as Sports Authority
(owned by K-Mart) have begun to offer sports products at discounted prices.
TREASURE ROCKHOUND RANCHES, INC.
Treasure Rockhound competes with all other recreational vehicle ranch
clubs and parks in the southwest United States. Treasure Rockhound has
reinstituted its advertising campaign in various recreational and camper
magazines and has expanded and improved several ranches in its effort to
attract new interest to Camper Ranch Club. EVRO believes that Treasure
Rockhound will continue to hold its market share in the highly competitive
recreational camping business.
TRES RIVERS, INC.
Like Treasure Rockhound, Tres Rivers competes with all other
recreational vehicle parks in the southwest United States. EVRO feels that
Tres Rivers will continue to hold its market share in the highly competitive
recreational camping business.
-14-
<PAGE> 14
PATENTS AND TRADEMARKS
TSSN holds three federally registered trademarks supporting its "Cager
Classic" sports apparel line, including "Cager Classic," "America's Game" and
"Billy Baseline." In addition, TSSN owns the exclusive rights to the audio
disk technology used in connection with the production of "talking collectible
cards" dealing with notable sports figures or specific sports events. The
technology is protected by patents held by Yes! Entertainment.
Lintronics owns a United States patent on an optical light probe which
was available for use in certain of its transillumination devices. The names
LINTRONICS(R), LINTRO-SCAN(R), IllumiScan(TM) and MAMMO-SCAN(R) are federally
registered trademarks of Lintronics.
GOVERNMENT REGULATIONS AND/OR APPROVALS
With the decision by Lintronics to halt further development of its
transillumination products, neither EVRO nor any of its operating subsidiaries
currently has products requiring governmental approval.
RESEARCH AND DEVELOPMENT COSTS
Lintronics spent approximately $478,000 in 1993 and $253,000 in 1994
on research and development of its medical devices. All of the research and
development cost for 1994 and 1993 is related to the discontinued operations.
EMPLOYEES
EVRO has two full-time employees. THI has three full-time employees.
Treasure Rockhound has 13 full-time and 17 part-time employees located at the
various ranches and three full-time and two part-time office employees. Tres
Rivers has five full-time employees.
TSSN currently has no employees. TSSN's officers are employees of and
are compensated by Stellar. Stellar provides management services pursuant to a
Management Services Agreement (the "Management Agreement"). Stellar provides
to TSSN personnel, supplies, equipment, technical office, administrative and
accounting services, management expertise, and other resources for which it
receives annual fees aggregating $976,536 payable in equal monthly
installments. The Management Agreement expires on December 31, 1995, however,
it automatically renews for additional one year periods, upon the terms and
conditions contained in the Management Agreement, although Stellar and TSSN may
renegotiate the schedule of charges set forth in the Management Agreement. In
the event a party desires not to renew the Management Agreement, such party
must give the other party six months prior written notice of its intention not
to renew.
ITEM 2. DESCRIPTION OF PROPERTIES.
As of December 31, 1994, EVRO's principal offices were located at
10002 Princess Palm Avenue, Suite 304, Tampa, Florida 33619. This location
encompassed approximately 6,300 square feet and was leased by THI's Lintronics
subsidiary pursuant to a five-year lease. This office space was also the
location for THI, Lintronics, EVRO Trading and Good Health. TSSN's principal
offices are located at 10001 Kingston Pike, Suite 31, Knoxville, Tennessee
37922. These premises, comprising approximately 7,000 square feet, are leased
by TSSN under
-15-
<PAGE> 15
a one-year lease. Treasure Rockhound leases a 2,500 square foot office
facility at 3201 North Frazier, Conroe, Texas 77301. EVRO feels that its
leased facilities are adequate for its current level of activity.
Treasure Rockhound owns approximately 5,000 acres and leases
approximately 7,300 acres from individuals, states and the federal government.
Only a portion of these acres are utilized by Camper Ranch Club. To a large
extent, much of the land could be sold to ranchers and other investors;
however, EVRO is not aggressively seeking buyers at this time as it is the goal
of EVRO to expand the ranches in the future.
Tres Rivers owns a 46-acre recreational vehicle campground located in
Glen Rose, Texas.
Treasure Rockhound owns a 12.5% equity interest in Bell Knob Partners
("Bell Knob"), a partnership which owns approximately 600 acres surrounding the
Bell Knob Golf Course in Gillette, Wyoming. This property is currently offered
for sale as acreage to be developed into residential lots. Treasure
Rockhound's interest in Bell Knob (currently held in escrow), along with any
cash flow generated from the sale of Bell Knob's property, is pledged as
security for EVRO's obligations under the settlement agreement by and among
Dale A. Fullerton, former Chairman of the Board of EVRO, Treasure Rockhound and
EVRO.
ITEM 3. LEGAL PROCEEDINGS
EVRO is currently not a party in any significant legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year closed by this report, no
matters were submitted to a vote of EVRO's shareholders.
(Remainder of page left blank intentionally.)
-16-
<PAGE> 16
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(A) PRICE RANGE OF COMMON STOCK
The following table shows the high and low closing bid prices as
represented by Nasdaq for EVRO's Common Stock for the calendar quarters
indicated. EVRO's Common Stock is traded on Nasdaq Small Cap Market under the
symbol "EVRO".
The quotations represent prices between dealers in securities, do not
include retail markup, markdowns or commissions and may not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
1993 HIGH LOW
---- ---- ---
<S> <C> <C>
First Quarter $4.25 $1.75
Second Quarter $2.25 $0.72
Third Quarter $5.81 $0.63
Fourth Quarter $5.25 $2.25
</TABLE>
<TABLE>
<CAPTION>
1994 HIGH LOW
---- ---- ---
<S> <C> <C>
First Quarter $2.56 $0.88
Second Quarter $1.31 $0.63
Third Quarter $1.13 $0.50
Fourth Quarter $0.53 $0.16
</TABLE>
The above prices do not reflect a 1:20 reverse stock split effective
January 26, 1995.
(B) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS
As of March 31, 1995, the number of shareholders of record of EVRO's
common stock was approximately 2,400.
-17-
<PAGE> 17
(C) DIVIDENDS
EVRO has never paid cash dividends on its common stock. Payment of
dividends is within the discretion of EVRO's Board of Directors and will depend
on, among other factors, earnings, capital requirements and the operating and
financial condition of EVRO. At the present time, EVRO anticipates retaining
future earnings, if any, in order to finance the development of its business
activities. The holders of EVRO's common stock as of the record date of March
27, 1995, will be issued a stock dividend consisting of EVRO's Series D
Convertible Preferred Stock ("Series D Preferred Stock") which will have
limited voting rights. EVRO has the right, but not the obligation, to redeem
the Series D Preferred Stock in exchange for all of THI's issued and
outstanding capital stock.
THI is entitled to receive, on an annual basis, that number of shares
of EVRO's voting common stock (the "Special Shares") equal to 20% of the
average total assets of THI over a twelve month period (March 14 through the
following March 13 each year) divided by two dollars. The phrase "total
assets" shall mean the amount set forth on the balance sheet of THI as total
assets and shall include, but not be limited to, current assets, property and
equipment (net of accumulated depreciation), investments and other assets (net
of accumulated amortization and adjustments). The phrase "average total
assets" shall be computed by adding the total assets (as defined above) of THI
as set forth on the balance sheets of THI during each of the quarters ending
March 31, June 30, September 30 and December 31 during each applicable twelve
month period and dividing such sum by four. THI shall ratably earn the Special
Shares over each applicable twelve month period. EVRO's entitlement to the
Special Shares shall cease upon EVRO's redemption of its Series D Preferred
Stock.
Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of: (a) two dollars per share; or (b) 50% of the
bid price of EVRO's common stock as of the end of the month preceding Stellar's
exercise of its option. Stellar's option to acquire the Special Shares shall
terminate June 30, 1997. Stellar has not been granted "registration rights"
with respect to the Special Shares. EVRO is prohibited from pledging,
hypothecating or otherwise encumbering its shares of THI's capital stock.
If the Series D Preferred Stock has not been redeemed by June 30,
1997, the holders thereof shall be entitled to receive a special dividend of
shares of EVRO's common stock in an aggregate amount equal to the number of
Special Shares held by THI as of June 30, 1997. As long as the Series D
Preferred Stock remains outstanding, additional stock dividends shall be
payable by EVRO to the holders of the Series D Preferred Stock, beginning July
1, 1998 and continuing each July 1st thereafter until EVRO has redeemed its
Series D Preferred Stock, in an annual amount equal to the number of Special
Shares transferred to THI during the immediately preceding applicable twelve
month period.
-18-
<PAGE> 18
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL OVERVIEW
In October 1992, EVRO entered into an agreement to acquire Lintronics,
a company which develops, markets and manufactures breast examination devices.
EVRO immediately changed its primary focus from one of operation of
membership-only recreational vehicle camping ranches to the development,
manufacture and sale of medical scanning devices used to assist physicians in
the detection of breast abnormalities. During 1993, Lintronics was advised by
the FDA that the FDA deemed transillumination devices, including Lintronics'
products, to be non-efficacious and that Lintronics must discontinue the
manufacture and sale of its transillumination products until further clinical
trials are successfully completed under the FDA's IDE process and determined to
be substantially equivalent to legally marketed products.
In 1994, Lintronics' plans were to use third party, foreign,
subcontract facilities to manufacture its product and to use Imaging, to market
and distribute its video breast imaging systems in the foreign marketplace.
EVRO also announced a potential joint venture with a foreign research and
development firm specializing in light imaging. As a result of management's
belief in late 1994 that the FDA would prohibit the marketing of breast
transillumination devices intended for use in the diagnosis or detection of
breast cancer (later confirmed by the FDA on January 13, 1995), EVRO terminated
its health related business segment, effective December 31, 1994.
Consequently, the contemplated joint venture with a foreign research firm was
never consummated.
In February 1994, EVRO announced that it had finalized its
negotiations leading to the acquisition of 60% of the issued and outstanding
common stock of Good Health. Good Health specialized in providing health
information programming designed for physician waiting rooms, and also provided
an out-of-home advertising medium for consumer and pharmaceutical companies.
During 1994, Good Health's efforts to obtain funding for equipment leasing,
secure advertisers to underwrite its programming, and subscribe a sufficient
number of pediatric offices were unsuccessful. The combination of these three
shortcomings, the significant losses generated by Good Health's operations and
EVRO's difficulties with its other health related businesses caused EVRO to
terminate its health related business segment, effective as of December 31,
1994.
On July 15, 1994, EVRO entered into an agreement with Three Rios, Ltd.
to acquire a 46-acre recreational vehicle campground. Prior to the closing of
the agreement, EVRO assigned its rights to acquire the campground to Tres
Rivers. Tres Rivers incurred losses during 1994 related to the acquisition
itself as well as costs related to administrative start-up and ongoing
maintenance and repair.
On March 14, 1995, EVRO acquired 98.35% of the issued and outstanding
common shares of TSSN from Stellar. In connection with the acquisition of the
controlling interest in
-19-
<PAGE> 19
TSSN, EVRO agreed to issue 16,759,038 shares of EVRO's common stock, or 77.09%
of EVRO's 21,738,735 shares of common stock, computed on a fully diluted basis,
after giving effect to EVRO's anticipated increase in its authorized shares of
common stock. EVRO issued Stellar 500,000 shares of common stock at the
closing of the TSSN acquisition and has agreed to issue the remaining shares
following completion of an increase in EVRO's authorized shares of common
stock. Pursuant to the agreement between EVRO and Stellar, EVRO will offer to
acquire the remaining 1.65% of TSSN's issued and outstanding shares of common
stock held by TSSN's minority shareholders in exchange for 281,418 shares of
EVRO's common stock.
RESULTS OF OPERATIONS
The following is a discussion of EVRO's results of operations for 1993
and 1994. EVRO's net loss increased from $2.4 million in 1993 to $5.2 million
in 1994. EVRO's net loss per share increased from $(2.72) in 1993 to $(4.15)
in 1994. Such changes were directly attributable to restrictions placed on
EVRO by the FDA which limited sales of Lintronics' products and the related
legal and consulting support necessary to respond to the FDA, costs related to
the operation of Good Health, Imaging, and EVRO Trading, (all three of whom
were acquired or incorporated during 1994, and whose business operations were
discontinued effective as of December 31, 1994), and losses related to Tres
Rivers, also acquired in 1994. The net loss includes losses of $2,909,000 due
to the discontinued operations of EVRO's health related business segment,
effective December 31, 1994. The loss from discontinued operations includes
the writeoff of goodwill of $802,000 and other assets of $251,000 of Good
Health. In addition, EVRO adjusted its goodwill downward by $922,000 and
wrote-down other assets of $131,000.
For the year ended December 31, 1994, EVRO's consolidated revenues
were approximately $1,081,000. The following table is a summary and comparison
of the 1994 and 1993 amounts:
<TABLE>
<CAPTION>
In Thousands
------------
1994 1993
---- ----
<S> <C> <C> <C> <C>
Membership and Other
Revenues:
Treasure Rockhound $ 922 85% $ 964 83%
Tres Rivers 159 15% -0-
------ ---- ------ ----
1,081 100% 964 83%
Product Sales of Discontinued
Operations -0- 201 17%
------ ---- ------ ----
$1,081 100% $1,165 100%
====== ==== ====== ====
</TABLE>
Revenues from Treasure Rockhound decreased by $42,000, or 4.4%, which
decrease is believed to represent normal fluctuations in the business cycle of
Treasure Rockhound. The
-20-
<PAGE> 20
$159,000 in revenue from Tres Rivers was generated from the date of acquisition
July 15, 1994 to December 31, 1994. The $201,000 of product sales for 1993
shown in the above table, were from EVRO's health related business segment, and
represent sales of imaging equipment. As reported elsewhere herein; EVRO
decided to terminate the operations of its health related business segment as
of December 31, 1994. No sales for this segment were recorded in 1994.
The operating expenses of continuing operations were $2,648,000 and
$1,359,000 for 1994 and 1993, respectively. The increase of $1,289,000 (94.8%)
was primarily a result of the adjustment of goodwill ($900,000 or 66.2%) and
the adjustment of other assets ($131,000 or 9.6%), and increases in selling and
administrative expenses (directly related to expenses incurred by EVRO with
regards to the acquisition of Tres Rivers and the administrative expenses
incurred in the operation of the campgrounds).
LIQUIDITY AND CAPITAL RESOURCES
As discussed above, EVRO has incurred operating losses in 1993 and
1994 which have adversely reduced EVRO's liquidity and capital resources. In
addition, TSSN, acquired on March 14, 1995, is considered to be a developmental
stage company as defined in Financial Accounting Standard No. 7 which will
require substantial capital infusion to fully establish its operations. The
ability of EVRO to continue as a going concern is dependent upon the successful
completion of one or more private equity and/or debt offerings and attaining
future profitable operations. EVRO currently expects to complete one or more
private equity and/or debt placements to provide the necessary capital which
management believes is necessary in order for TSSN to establish its operations
by mid-year. There is no assurance that EVRO will be successful in its private
offerings of its securities. If EVRO is not successful in completing its
anticipated private equity or debt placements, there is serious doubt whether
EVRO will be able to continue as a going concern.
During 1995, EVRO estimates that it will require approximately
$5,000,000 in equity and/or debt financing to meet its cash requirements. Of
that amount, THI will require approximately $1,150,000, which will be used to
make principal and interest payments on its debt ($646,000); to satisfy its
obligations under its leases and other contractual commitments ($152,000); and,
to fund the anticipated cash flow deficit from THI's continuing operations
($352,000). THI's cash flow deficit of $352,000 from its continuing operations
gives effect to planned cost savings that THI anticipates achieving from
personnel reductions and other cost saving measures. THI does not anticipate
making significant capital expenditures during 1995. The failure by THI to
obtain additional capital will likely result in EVRO/THI defaulting on their
debt obligations, resulting in their creditors foreclosing upon the assets of
EVRO, THI and its subsidiaries, which, obviously, would have a substantial
negative impact upon EVRO's ability to continue as a going concern.
EVRO expects that TSSN will require approximately $3,500,000 to
continue the execution of its business plan during 1995, $1,500,000 of which
will be needed to fund TSSN's development stage expenses and the balance,
$2,000,000, for the acquisition of one or more
-21-
<PAGE> 21
existing businesses that produce television shopping programming and/or
businesses that have the capability to distribute and broadcast TSSN's
programming. As of December 31, 1994, TSSN did not have any significant
scheduled debt or significant lease commitments.
EVRO's cash requirements are expected to be obtained from the proceeds
of the issuance of its securities. The timing and nature of the proposed sale
of EVRO's debt and or equity securities are uncertain as EVRO has not yet
received a commitment from a broker-dealer to underwrite the sale of its
securities. While EVRO is negotiating with several broker-dealers to
underwrite the sale of its securities, there can be no assurance given that
EVRO will be successful in negotiating an acceptable agreement with a
broker-dealer. If EVRO is unable to reach an agreement with a broker-dealer to
underwrite its securities, EVRO will likely attempt to sell its securities
without the assistance of a broker-dealer.
During 1993 and 1994, EVRO met its operating cash requirements from
loans from ACL, the majority shareholder of EVRO, as well as from the issuance
of EVRO's capital stock. ACL has historically provided short-term temporary
financing on terms favorable to EVRO. During the quarters ended December 31,
1994 and March 31, 1995, ACL provided $192,000 and $110,000, respectively. The
outstanding balance on these loans amounted to $252,000 as of March 31, 1995.
While EVRO anticipates that ACL will continue to provide temporary financing on
favorable terms, there can be no assurance that such financing will continue.
EVRO's recreational vehicle segment principally meets its cash
requirements from operating cash flows. Management anticipates making
improvements to properties in that segment. These improvements will be funded
using cash flows from operations and/or bank borrowings.
(Remainder of page left blank intentionally.)
-22-
<PAGE> 22
ITEM 7. FINANCIAL STATEMENTS
The Financial Statements and Schedules are attached hereto as required
by Rule 14(a)-3(b).
<TABLE>
<CAPTION>
Page No.
<S> <C>
Independent Auditor's Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Consolidated Balance Sheet as of December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Consolidated Statements of Operations for Years Ended
December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Consolidated Statements of Stockholders' Equity
for Years Ended December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Consolidated Statements of Cash Flow for Years Ended
December 31, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
(Remainder of page left blank intentionally.)
-23-
<PAGE> 23
ALESSANDRI & ALESSANDRI, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
EVRO Corporation
Tampa, Florida
We have audited the accompanying consolidated balance sheet of EVRO
Corporation and subsidiaries ("EVRO") as of December 31, 1994, and the related
consolidated statements of income, stockholder's equity, and cash flows for the
years ended December 31, 1994 and 1993. These financial statements are the
responsibility of EVRO's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides 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 EVRO Corporation
and subsidiaries at December 31, 1994, and the results of their operations and
their cash flows for the years ended December 31, 1994 and 1993 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
EVRO will continue as a going concern. As discussed in the notes to the
financial statements, which also address management's plans and a subsequent
event in 1995 which could have an influence upon EVRO's ability to raise
additional operating capital, EVRO's recurring losses from operations raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
As discussed in Note 10a to the financial statements, management has
determined that the operations of the health related businesses were terminated
and abandoned as of December 31, 1994. Accordingly, the financial statements
have been reclassified to reflect such event.
April 16, 1995 /s/ Alessandri & Alessandri
(except for Note 10a, as to which
the date is December 21, 1995)
ACCOUNTANTS & CONSULTANTS
5121 EHRLICH ROAD - SUITE 106-B - TAMPA, FLORIDA 33624
(813) 969-1995 - FAX (813) 960-2740
Member: American Institute of Certified Public Accountants/Division of CPA
Firms - Member Florida Institute of Certified
Public Accountants
-24-
<PAGE> 24
EVRO CORPORATION
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
ASSETS
------
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $ 7,300
Note receivable (current portion) 10,000
Other receivables 17.415
Net current assets of discontinued operations 3,004
----------
Total current assets 37,719
----------
PROPERTY AND EQUIPMENT:
Land and improvements 2,343,796
Buildings and structures 1,070,671
Machinery and equipment 279,442
Furniture and fixtures 24,617
Vehicles 58,233
----------
Less: Accumulated depreciation 3,776,759
(345,039)
----------
3,431,720
Net fixed assets of discontinued operation 78,954
----------
Total property and equipment 3,510,674
----------
INVESTMENTS AND OTHER ASSETS:
Note receivable (less current portion) 30,000
Goodwill (less accumulated amortization and adjustments of $1,066,742) 1,582,863
Investment in partnerships 30,405
Net other assets of discontinued operation 3,212
----------
Total other assets 1,646,480
----------
TOTAL ASSETS $5,194,873
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable and current portion of long-term debt $404,724
Accounts payable 150,804
Amounts due to affiliate 142,381
Other current liabilities 47,096
Net current liabilities of discontinued operations 207,779
----------
Total current liabilities 952,784
LONG-TERM DEBT:
Long-term debt 1,741,105
Refundable memberships 32,485
Net long-term debt of discontinued operations 11,582
----------
TOTAL LIABILITIES 2,737,956
----------
STOCKHOLDERS' EQUITY:
Preferred stock, no par value; 1,250,000 shares
authorized; no shares issued
Common stock, no par value; 2,500,000 shares
authorized; 1,543,279 shares issued 11,049,782
Accumulated deficit (8,592,865)
----------
TOTAL STOCKHOLDERS' EQUITY 2,456,917
----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $5,194,873
==========
</TABLE>
See notes to consolidated financial statements.
-25-
<PAGE> 25
EVRO CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Twelve Months Ended
------------------------------------------
December 31, December 31,
1994 1993
------------------ ---------------
<S> <C> <C>
REVENUES:
Membership and other revenues $ 1,080,991 $ 963,752
COST OF SALES AND REVENUES 582,186 639,920
----------- -----------
GROSS MARGIN 498,805 323,832
----------- -----------
OPERATING EXPENSES:
Selling, general and administration 1,452,240 1,221,531
Depreciation and amortization 164,902 137,753
Adjustment of goodwill 900,000
Adjustment to other assets 130,885
----------- -----------
2,648,027 1,359,284
----------- -----------
OPERATING LOSS OF CONTINUING OPERATIONS (2,149,222) (1,035,452)
OTHER INCOME (EXPENSES):
Interest income 20,467 4,351
Interest expense (180,555) (105,363)
Other-net 10,956 17,230
----------- -----------
NET LOSS OF CONTINUING OPERATIONS (2,298,354) (1,119,234)
LOSS OF DISCONTINUED OPERATIONS (2,909,391) (1,246,953)
----------- -----------
NET LOSS $(5,207,745) $(2,366,187)
=========== ===========
LOSS PER SHARE:
Net Loss $ (4.15) $ (2.72)
=========== ===========
Loss of Continuing Operations $ (1.83) $ (1.29)
=========== ===========
Loss of Discontinued Operations $ (2.32) $ (1.43)
=========== ===========
Average Number of Common Shares Outstanding 1,255,363 870,153
=========== ===========
</TABLE>
See notes to consolidated financial statements.
-26-
<PAGE> 26
EVRO CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Cost of
----------------------------------- Treasury Accumulated
Shares $ Shares Deficit
------------ --------------- ----------- -----------------
<S> <C> <C> <C> <C>
COMMON SHARES:
BALANCE, DECEMBER 31, 1992
(Including transfer of paid in capital to
reflect change to no par value stock in
February 1994 and the Company's 1:20
reverse stock split in January 1995) 803,811 $ 3,661,158 $(31,911) $(1,018,933)
Common shares issued for conversion
of preferred shares 30,500
Common shares issued:
To employees 8,893 24,899
In payment of note payable 3,500 35,602
In exchange for services 52,986 629,060
Common shares sold 82,500 938,035
Net loss (2,366,187)
--------- ----------- -------- -----------
BALANCE, DECEMBER 31, 1993 982,190 5,288,754 (31,911) (3,385,120)
Common shares issued:
In payment of note payable 48,798 1,133,421
In exchange for
services/distributorship 27,681 111,982
In exchange for preferred shares
held by affiliate 88,270 1,765,400
As collateral for a loan 27,500
As partial payment in asset
acquisition 24,833 350,000
Common shares sold 340,154 2,436,637
Options exercised 5,000 14,500
Purchase of Company stock (208) (19,001)
Retirement of common stock in (939) (31,911) 31,911
treasury
Net loss (5,207,745)
--------- ----------- -------- -----------
BALANCE, DECEMBER 31, 1994 1,543,279 $11,049,782 $ (0) $(8,592,865)
========= =========== ======== ===========
</TABLE>
See notes to consolidated financial statements
-27-
<PAGE> 27
EVRO CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Series B Convertible Preferred Stock
------------------------------------------
Shares $
--------------- --------------
<S> <C> <C>
PREFERRED SHARES:
Balance, December 31, 1992 0 0
Shares issued to affiliate-net 48,920 $ 978,400
-------- -----------
Balance, December 31, 1993 48,920 978,400
Shares issued to affiliate in
exchange for outstanding debt 39,350 787,000
Shares redeemed by affiliate
and converted to common
shares of the company (88,270) (1,765,400)
-------- -----------
Balance, December 31, 1994 0 $ 0
======== ===========
</TABLE>
See notes to consolidated financial statements
-28-
<PAGE> 28
EVRO CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
------------------------------------
December 31, December 31,
1994 1993
------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($5,207,745) ($2,366,187)
Adjustments to reconcile net income to net cash
provided by operating activities:
Adjustment to goodwill 1,721,340
Write-off of other assets 380,935
Depreciation and amortization 160,352 142,098
Common stock issued for services 111,982 629,060
Gain on sale of facility (6,788)
Decrease in inventories 118,256 333,612
Decrease (Increase) in prepaid expenses 230,900 (230,900)
Increase in other current assets 306,943 (49,457)
Decrease in customer deposits (61,627) (161,332)
(Increase) Decrease in other current
liabilities 11,588 (134,409)
----------- -----------
Net cash used in operating activities (2,227,076) (1,844,303)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (1,287,773) (345,708)
Proceeds from sale of facility 261,870
Note receivable 40,000 (30,000)
Other non-current assets 1,494
----------- -----------
Net cash used in investing activities (1,247,773) (112,344)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 1,438,971
Repayment of borrowings (137,468) (383,261)
Proceeds from borrowings from affiliate(s)-net 1,143,845 (214,465)
Proceeds from issuance of common stock 2,432,136 938,035
Common shares issued to employees 24,899
Proceeds from redemption and conversion of
minority interest to preferred stock 149,000
Repayment of refundable memberships-net (7,515) (3,000)
----------- -----------
Net cash from financing activities 3,430,998 1,950,179
----------- -----------
NET INCREASE (DECREASE) IN CASH (43,851) (6,468)
CASH, BEGINNING OF PERIOD 53,270 59,738
----------- -----------
9,419 53,270
Less: cash of discontinued operations (2,119)
----------- -----------
CASH, END OF PERIOD $ 7,300 $ 53,270
=========== ===========
Supplemental Disclosure:
Interest paid $ 180,555 $ 122,740
=========== ===========
</TABLE>
See notes to consolidated financial statement
-29-
<PAGE> 29
EVRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994
1. BASIS OF ACCOUNTING
The consolidated financial statements of EVRO Corporation, ("EVRO"),
and its wholly owned subsidiaries, Treasure Rockhound Ranches, Inc. ("Treasure
Rockhound"), Lintronics Technologies, Inc. ("Lintronics"), Tres Rivers, Inc.
("Tres Rivers"), and EVRO Trading Corporation ("EVRO Trading"), and its 60%
owned subsidiary, The Good Health Channel, Inc. ("Good Health"), have been
presented on the basis that they are a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. EVRO has incurred operating losses in 1993 and 1994 which have
adversely reduced EVRO's liquidity and capital resources. The ability of EVRO
to continue as a going concern is dependent upon the successful completion of
one or more private equity and/or debt offerings and attaining future
profitable operations.
2. HISTORY AND OPERATIONS
On February 23, 1994, the shareholders of EVRO voted to change EVRO's
name from EVRO Financial Corp. to EVRO Corporation and its state of
incorporation from Colorado to Florida.
Treasure Rockhound operates seven recreational vehicle ranches in four
southwestern states through its private organization, Camper Ranch Club of
America ("Camper Ranch Club"). Camper Ranch Club offers its members daily or
long-term leases on improved campsites at its various locations. Treasure
Rockhound also operates a mobile home park in the midwest. During 1994, EVRO
acquired a 46-acre recreational vehicle ("RV") campground in Texas. The
campground, acquired by Tres Rivers, a wholly owned, newly formed Texas
corporation was purchased for $1,575,000. The purchase price was comprised of
$125,000 cash, the assumption of existing indebtedness of $720,000 that
encumbered the campground, the issuance of a promissory note of $380,000 and
the issuance of 496,668 shares of EVRO's common stock. Management allocated
the purchase price, together with legal and closing costs of $35,805, to the
property and equipment ($1,410,805) based on their estimated fair market value
and goodwill ($200,000). The acquisition was accounted for in the financial
statements using the purchase method of accounting and goodwill is being
amortized over 15 years using the straight line method. Operating results of
Tres Rivers have been included in the Consolidated Statement of Operations
since July 15, 1994, the date of acquisition.
Lintronics has been engaged in the business of the development,
manufacture and sale of medical scanning devices used to assist physicians in
the detection of breast abnormalities. During 1993, Lintronics was advised by
the U. S. Food and Drug Administration ("FDA") that
-30-
<PAGE> 30
the FDA deemed transillumination devices, including Lintronics' products, to be
non-efficacious and that Lintronics must discontinue the manufacture and sale
of its transillumination products until further clinical trials are
successfully completed under the FDA's IDE process and determined to be
substantially equivalent to legally marketed products. Following this
determination by the FDA, Lintronics' planned to use third party, foreign,
subcontract facilities to manufacture its product and to use Imaging
Technologies, Inc. ("Imaging"), a foreign subsidiary, wholly owned by
Lintronics to market and distribute its video breast imaging systems in the
foreign marketplace. Based on subsequent FDA pronouncements, and Imaging's
inability to establish a foreign distribution network for Lintronics' product
line, Lintronics discontinued its operations effective December 31, 1994. The
operations of Imaging and EVRO Trading, which were also member companies of
EVRO's health related business segment, were also terminated effective December
31, 1994. The results of operation of the discontinued companies has been
reported as such in the Consolidated Statement of Operations.
On February 22, 1994, EVRO purchased 60% of the issued and outstanding
shares of common stock of Good Health for $1,600,000, of which $1,561,602 was
paid in cash during 1994. Good Health specialized in providing health
information programming designed for physician waiting rooms, and also provided
an, out-of-home advertising medium for consumer and pharmaceutical companies.
During 1994, Good Health's efforts to obtain funding for equipment leasing,
sign up advertisers to underwrite its programming, and subscribe a sufficient
number of pediatric offices were unsuccessful. The combination of these three
shortcomings and the significant losses generated by the operation caused EVRO
to begin efforts to dispose of Good Health in early 1995. Accordingly, the
operations of Good Health (a member company of EVRO's health related business
segment) have been reflected as discontinued operations in the Statement of
Operations for the year ended December 31, 1994.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION - The consolidated financial statements include EVRO and
its majority owned subsidiaries. All significant intercompany transactions and
balance have been eliminated.
FISCAL YEAR - EVRO has elected a fiscal year ending December 31.
ALLOWANCE FOR DOUBTFUL ACCOUNTS - EVRO provides an allowance for
doubtful accounts when, in the opinion of management, there is an uncertainty
as to the collectability of an amount receivable.
PROPERTY AND EQUIPMENT - Property and equipment is recorded at
acquisition cost. Depreciation is provided using the straight-line method over
the estimated useful lives of the assets. The costs of replacements, renewals,
and repairs, which neither add materially to the value of the property nor
appreciably prolong its life, are charged to expense as incurred.
-31-
<PAGE> 31
GOODWILL - Goodwill resulting from acquisitions is stated at cost less
accumulated amortization. Amortization is calculated using the straight-line
method over the estimated useful life of such goodwill. Generally, between
fifteen and forty years has been identified as the estimated useful life of
goodwill. EVRO has adopted a policy requiring periodic review and evaluation
to determine whether there has been a permanent impairment in the value of
goodwill. This policy includes, but is not limited to, evaluation of factors
such as current operating results, expected undiscounted cash flows and other
business trends.
INVESTMENT IN PARTNERSHIPS - Investments in partnerships with less
than a 20% ownership interest are generally accounted for using the cost method
of accounting, except where EVRO has operating control, in which case the
investment is accounted for under the equity method of accounting. EVRO has no
investments in partnerships with greater than a 20% ownership interest.
EARNINGS (LOSS) PER SHARE - Earnings (loss) per common share is based
upon the weighted average number of common shares outstanding during the
period.
INCOME TAXES - The provision (benefit) for income taxes is based on
the pre-tax earnings (loss) reported in the consolidated financial statements,
adjusted for transactions that may never enter into the computation of income
taxes payable. A deferred tax liability or asset is recognized for the
estimated future tax effect attributable to temporary differences in the
recognition of income and expenses for financial statement and income tax
purposes.
REVENUE RECOGNITION - Revenues from dues, rentals, and memberships are
recognized during the period of service.
CASH & CASH EQUIVALENTS - For purposes of the consolidated statements
of cash flows, EVRO considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents.
RECLASSIFICATIONS - Certain amounts for the prior year have been
reclassified to conform to the 1994 presentation.
4. NOTES RECEIVABLE
In 1991, Treasure Rockhound sold a parcel of land and received as
partial payment a promissory note of $70,000, having a mortgage on the land as
collateral. The note bears interest at nine percent per annum, and is payable
in seven annual payments of $10,000 plus interest. As of December 31, 1994 the
outstanding balance is $40,000, of which $10,000 is classified as a current
asset.
-32-
<PAGE> 32
5. NOTES PAYABLE AND LONG TERM DEBT
<TABLE>
<S> <C>
Short term notes payable consists of the following:
Note payable to an individual at 15% per annum interest,
due in June 1995. $200,000
Note payable to a related party at 7% per annum interest, due
June 1995, as extended. 30,000
Note payable to a bank at 11.5% per annum interest, payable in
monthly installments of $2,200 including interest, due in August 1995. 16,870
Note payable to an individual due in May 1995. 16,667
Various notes payable of less than $6,000 each. 13,341
--------
276,878
Less note payable of discontinued operations. (16,667)
--------
$260,211
========
Long term debt consists of the following:
Note payable to an individual at 10% per annum interest, payable
in monthly installments of $9,900 including interest, with a
balloon payment due in February 1998, having land, 27,500
shares of EVRO's common stock, and all shares of
Treasure Rockhound as collateral. $484,164
Note payable to individuals at 8% per annum interest, payable in
monthly installments of $3,375 including interest, due in 2001,
having land, buildings and equipment as collateral. 455,375
Note payable to a partnership at 8% per annum interest, payable in
monthly installment of $4,610 including interest, with a balloon
payment due in July 1996, having land, buildings and equipment
as collateral. 371,608
Contract payable on purchase of mobile home park at 10.4% per
annum interest, payable in monthly installments of $3,500 including
interest, having the mobile home park as collateral. 260,342
Note payable to individuals at 10% per annum interest, payable in
monthly installments of $2,901 including interest, due in 2001,
having land, buildings and equipment as collateral. 259,351
</TABLE>
-33-
<PAGE> 33
<TABLE>
<S> <C>
Note payable to a bank at 10.45% per annum interest, payable in
monthly installments of $1,504 including interest, due in 1998, having
land as collateral. 54,778
----------
1,885,618
Less current portion. (144,513)
----------
$1,741,105
==========
</TABLE>
Maturities of the long term debt over the next five years are as follows:
<TABLE>
<CAPTION>
Year ended December 31
----------------------
<S> <C>
1995 $ 144,513
1996 470,560
1997 141,275
1998 289,031
1999 42,973
Thereafter 797,266
----------
$1,885,618
==========
</TABLE>
6. MATERIAL TRANSACTIONS WITH RELATED PARTIES
During 1993, ACL was EVRO's majority shareholder, owning 56% of the
issued and outstanding common stock of EVRO. Mr. James L. Kennedy and Mr.
David B. Howe were ACL's principal officers. ACL made periodic advances of
funds to Lintronics for working capital purposes. During the first quarter of
1993, ACL advanced approximately $229,000 to Lintronics, and subsequently
converted such debt to Series "B" 8% Convertible Preferred Stock of Lintronics,
bringing such ownership to 52,920 shares. On March 30, 1993, EVRO's Board of
Directors approved the conversion of these Lintronics preferred shares to a
like number of preferred shares of EVRO. On September 20, 1993, EVRO's Board
of Directors approved the redemption of 5,750 preferred shares of EVRO in
exchange for EVRO's assumptions of certain debts ($80,000) of ACL which had
been incurred for the benefit of Lintronics. Between April 1 and December 31,
1993, the assumed debts were paid, and EVRO advanced ACL approximately $214,000
to be used for working capital.
In May 1994, EVRO was billed approximately $77,000 by ACL for legal
and consulting services incurred by ACL on behalf of EVRO. During May 1994,
EVRO issued 33,328 shares of the common stock of EVRO in exchange of preferred
stock and/or for services rendered.
In June 1994, EVRO converted ACL's 48,920 preferred shares of EVRO to
common stock of EVRO on a one for one basis. Also in June 1994, EVRO
repurchased two Lintronics dealerships from ACL in exchange for 5,500 shares of
EVRO's common stock.
At December 31, 1994, ACL owned 34% of the issued and outstanding
common capital stock of EVRO. In January and February 1994 ACL repaid EVRO
$214,000 for amounts due EVRO at December 31, 1993. In three separate
transactions during 1994, ACL sold a total of
-34-
<PAGE> 34
205,676 shares of its EVRO common stock, and loaned the proceeds totaling
approximately $1,821,000 to EVRO. In May, June and December 1994, EVRO repaid
ACL with the issuance of 92,438, 11,851 and 101,386 shares of EVRO's common
stock, respectively. During the fourth quarter of 1994, ACL loaned EVRO
approximately $192,000 for working capital purposes, of which $50,000 was
repaid. At December 31, 1994, EVRO owed ACL approximately $142,000. During
the first quarter of 1995, ACL advanced an additional approximate $110,000.
On October 19, 1992, EVRO agreed that Treasure Rockhound would enter
into an employment agreement with Dale A. Fullerton, former Chairman of the
Board, President and largest shareholder of EVRO. The terms of the employment
agreement included that, Mr. Fullerton would be employed for two years
beginning October 15, 1992 at a monthly salary of $4,000. In addition, Mr.
Fullerton was granted an option to acquire 5,000 shares of the common stock of
EVRO for the sum of $10,000.
In August 1993, EVRO terminated Mr. Fullerton for violating the terms
of his employment agreement. Subsequent to the termination, Mr. Fullerton and
EVRO filed legal actions against each other as a result of the termination. In
June 1994, Mr. Fullerton, TRRI and EVRO entered into a Settlement Agreement
("Agreement"). It was determined by the Board of Directors of EVRO that the
Agreement was not an admission of any wrongdoing or liability on the part of
EVRO, but a prudent decision based upon the substantial legal fees which would
be incurred and the significant amount of time which would be spent by EVRO's
management in preparing legal defenses. Under the agreement, EVRO paid Mr.
Fullerton the amount of principal and interest allegedly owed to him under a
promissory note, and amounts allegedly owed as severance pay totaling $160,000,
permitted Mr. Fullerton to exercise his stock option which allowed him to
acquire 100,000 shares of EVRO's common stock for $10,000, and agreed to
purchase such shares from Mr. Fullerton at his election; but, not more than 833
shares per month. In addition, Mr. Fullerton agreed to the cancellation of his
option to purchase all of the shares of Treasure Rockhound for $900,000, and
EVRO agreed to use its best efforts to have Mr. Fullerton removed as a
guarantor of a note payable with a balance of $484,164 at December 31, 1994
(see Notes 5 and 7). During 1994, EVRO received $10,000 as Mr. Fullerton
exercised his stock option, and paid Mr. Fullerton $19,000 for 4,165 shares of
EVRO's common stock repurchases as part of the Agreement.
In June 1992, Lintronics entered into a product distribution
agreement with Medical Advances, Inc. for exclusive distribution rights for all
of Lintronics' products in Ohio and Michigan. Mr. George F. Scantland, III, a
former director of EVRO, is the President and majority owner of Medical
Advances, Inc. In March 1994, EVRO repurchased the exclusive right from
Medical Advance, Inc. in exchange for 8,750 shares of EVRO's common stock.
In May 1993, ACL borrowed $35,000 from a Director of EVRO for the
benefit of Lintronics and the accompanying promissory note was subsequently
assigned to EVRO. Under the terms of the interest bearing promissory note,
EVRO agreed to pay interest of ten percent
-35-
<PAGE> 35
per annum and full payment upon demand. At December 31, 1993, the outstanding
balance was $29,000. In February 1994, the note was paid in full.
In October 1993, EVRO borrowed $80,000 from DFP, Inc., a Florida
corporation which is wholly-owned by two directors of EVRO. Under terms of the
interest bearing single maturity payment promissory note, EVRO agreed to pay
interest of seven percent per annum, with the principal due on January 5, 1994,
which was extended by agreement to July 5, 1995. At March 31, 1995, the
principle balance was $35,000.
From January through June 1993, Lintronics had a management consulting
agreement with Access Consultants Group, Inc. ("ACG"), which is wholly owned by
officers and/or directors of EVRO and significant shareholders of ACL. As of
December 31, 1993 Lintronics owed ACG $60,000. During the first quarter of
1994, the amount due ACG was paid in full.
7. COMMON AND PREFERRED STOCK
COMMON STOCK - EVRO has authorized 2,500,000 shares of common stock
without par value. EVRO declared a 1 for 20 reverse stock split, effective
January 26, 1995. All common share amounts mentioned herein have been stated
after giving effect to this reverse stock split. As of December 31, 1994,
EVRO had issued and outstanding 1,543,279 of these shares.
Restricted common shares issued for services rendered were valued by
management for financial statement reporting purposes at the approximate market
price per share less an appropriate discount.
EVRO issued 27,500 shares of common stock partly as substitution of
collateral and partly as additional collateral in consideration for
modification of the terms of a note payable, including the extension thereof.
For financial statement reporting purposes, no carrying value has been assigned
to the shares and they have been excluded from the computation of the weighted
average of shares outstanding.
In December 1994, EVRO adopted a non-qualified 50,000 share stock
option plan for directors and employees. The stock option plan provides for
the granting of shares at market value and payment to be in cash or note
payable in two years with interest to accrue at an annual rate equal to that
rate of interest from time to time announced by Internal Revenue Service as its
minimum stated interest rate (determined as of the date of the note and
thereafter annually on the first business day of each succeeding year). The
note is collateralized by the stock exercised under the option.
-36-
<PAGE> 36
PREFERRED STOCK - EVRO has authorized 1,250,000 shares, no par value,
of preferred stock, after giving effect to the 1:20 reverse stock split
declared by EVRO in January 1995. As of December 31, 1994, EVRO had no shares
of preferred stock issued or outstanding.
Lintronics, at the time that it was acquired by EVRO, had issued and
outstanding 2,000,000 shares of its Series A 10% Convertible Preferred Stock
("Lintronics' Series A Preferred Stock"). The certificate of designation for
the Series A Preferred Stock provides that: [A] each share of Lintronics'
Series A Preferred Stock has one vote; and [B] in the event of any liquidation,
dissolution or winding up of the affairs of Lintronics, each holder of
Lintronics' Series A Preferred Stock is entitled to receive, out of the net
assets of Lintronics, the sum of $1.00 in cash for each share held.
The Lintronics' Series A Preferred Stock is convertible into cash
and/or common stock of Lintronics. More specifically, at any time after July
1, 1992, up to 71,248 shares of the Lintronics Series A Preferred Stock could
be converted, on a quarterly basis, into shares of the common stock of
Lintronics having a value equal to the lesser of: $71,428; or the difference
between 85% of the net after tax profits of Lintronics during the quarter the
shares are being converted and the Lintronics quarterly debt service during
that quarter. The holder of the Series A Preferred Stock could, in lieu of
receiving all common stock upon conversion, elect to receive up to one-half of
the value of the common stock in cash. Due to Lintronics' lack of net after
tax income, the above formula precluded the holders of the Series A Preferred
Stock from being able to exercise their conversion rights.
Notwithstanding the fact that the holder os the Series A Preferred
Stock could not require conversion of the Series A Preferred Stock, during
1993, EVRO exchanged 30,500 shares of its common stock (after giving effect to
the January 1995 1:20 reverse stock split) for 1,225,000 shares of Lintronics'
Series A Preferred Stock. Also during 1993, the Board of Directors of EVRO
agreed to issue shares of EVRO's preferred stock, having identical preferences,
rights and limitations as the Lintronics' Series A Preferred Stock, to the
holders of Lintronics' Series A Preferred Stock. EVRO was advised by counsel
that it had a reasonable basis for rescinding the action and declining to issue
shares of its preferred stock.
Due to the fact that EVRO has discontinued the operations of
Lintronics and Lintronics had negative net worth at December 31, 1994 and 1993,
the balance sheets for EVRO as of such dates do not reflect a "minority
interest".
-37-
<PAGE> 37
8. INCOME TAXES
The provision (benefit) for income taxes differs from the amount of
income tax determined by applying the applicable U.S. statutory federal income
tax rate to pre-tax income as a result of the following differences at December
31:
<TABLE>
<CAPTION>
1994 1993
------------ ------------
<S> <C> <C>
Income tax provision (benefit)-34% $(1,770,633) $(804,504)
Increase (decrease) in rates resulting from:
Non-deductible items 4,269 9,085
State and local taxes, net (187,026) (84,221)
Valuation allowance for recognized
deferred tax assets 1,953,390 879,640
----------- ---------
Effective tax rates $ 0 $ 0
=========== =========
</TABLE>
EVRO had deferred tax assets of $3,774,000 and $1,820,000 as of December 31,
1994 and 1993, respectively, which resulted from operating loss carry forwards.
A valuation allowance was established in the same amount as the deferred tax
assets because the benefit is more likely than not to be lost. Certain of the
net operating losses aggregating approximately $2,500,000 are subject to
limitations pursuant to provisions of the Internal Revenue Code relating to
changes in control. These provisions can significantly limit the amount of net
operating losses of EVRO and certain of its subsidiaries in a particular year
to the extent of the fair market value of EVRO and its subsidiaries on the
dates of the respective company's change of control multiplied by the statutory
tax-exempt interest rate, which is approximately 7 percent.
Accumulated net operating losses total approximately $10,036,000 and
expire as follows:
<TABLE>
<S> <C> <C> <C>
1996 $359,000 2003 $ 23,000
1997 $ 93,000 2006 $ 18,000
1999 $259,000 2007 $ 906,000
2000 $413,000 2008 $2,339,000
2001 $311,000 2009 $5,195,000
</TABLE>
Discontinued operations accounted for approximately $6,309,000 of the
accumulated net operating losses, and $2,374,000 and $1,075,000 for 1994 and
1993, respectively, of the aforementioned deferred tax assets. The valuation
allowance of $1,953,390 and $879,640 for recognized deferred tax assets
reported above includes $1,299,000 and $704,000, approximately, which is
attributable to discontinued operations.
-38-
<PAGE> 38
9. COMMITMENTS AND CONTINGENCIES
EVRO and its subsidiaries have entered into certain lease agreements
primarily for equipment and office space. Such agreements require annual rent
payments as shown below.
<TABLE>
<CAPTION>
Annual
Year ended September 30 Amount
----------------------- ------
<S> <C>
1995 $105,631
1996 92,978
1997 71,672
1998 2,627
1999 1,167
--------
$274,075
========
</TABLE>
EVRO, through its subsidiary, Treasure Rockhound, operates several
travel camper grounds. Prior to 1990, the camper grounds sold memberships with
a refund provision. EVRO estimates that only a small percentage of the members
will request refunds. At December 31, 1994 total remaining memberships sold
with a refund provision are approximately $300,000. EVRO has recorded a
liability for potential refunds of $32,485 as of December 31, 1994.
Rental expense for the year ended December 31, 1994 and 1993 was
$140,000 and $110,000, respectively,
10. DISCONTINUED OPERATIONS AND OTHER ADJUSTMENTS
a. Discontinued Operations
EVRO previously reported two business segments, one of which pertained
to the health related industry. Effective as of December 31, 1994, the
management of EVRO decided to terminate and abandon all operations of the
health related business segment, which included the direct and indirect
subsidiary companies of Lintronics, Good Health, Imaging and EVRO Trading.
At December 31, 1994, assets of the discontinued operation totaled
$85,170. Included in the $85,170 of assets was a capitalized lease amount of
$28,096 for certain telephone equipment, and $24,730 of office equipment and
furniture used in part by the parent company. Accordingly, the net dispensable
assets of the discontinued operations total $32,344 ($85,170-$28,096-$24,730),
which amount is considered to be immaterial. Liabilities of the discontinued
operations totaled $219,361 at December 31, 1994.
Revenues for the discontinued operations were $201,000 for 1993 and
none for 1994. Costs and expenses of the discontinued operations, including
certain corporate overhead
-39-
<PAGE> 39
allocations, which management believes are appropriate, aggregated $2,909,391
for 1994, and $1,447,953.
b. Other Adjustments.
The year end adjustments made in December 1994 are summarized below:
<TABLE>
<S> <C>
Discontinuance of Good Health Channel:
Write-off of goodwill $ 802,100
Write-off of other assets 251,050
Downward reevaluation of goodwill of EVRO
Corporation and other subsidiaries 919,240
Write-down of other assets 129,885
----------
Total year end adjustments $2,102,275
==========
</TABLE>
In February 1994, EVRO acquired 60% the Good Health Channel, Inc., an
entity that provided health information by installing a video replay device and
TV monitor in the waiting rooms of medical facilities throughout the U.S.
During the last quarter of 1994, EVRO determined that the business of the Good
Health Channel, Inc. was not feasible due to technical difficulties, and
Management decided to abandon the business. As a result, deferred production
costs and video chips totalling $251,000 and goodwill of $802,100 were
written-off as of December 31, 1994. Such amounts are included in the Loss
from Discontinued Operations together with the losses from companies in the
health related business segment that were also abandoned as of December 31,
1994. In connection with the termination and abandonment of medical segment
operations, EVRO wrote-off related goodwill in the amount of $19,240.
As of December 31, 1992, Lintronics Technologies, Inc. acquired EVRO,
which acquisition was accounted for as a reverse purchase. As a consequence of
the reverse purchase accounting, $2,409,446 was recorded as goodwill which, in
essence, represented the difference between the then market value of the
publicly traded shares of EVRO and EVRO's net asset value. However, the
significant operating losses incurred by EVRO during 1993 and 1994, together
with the deterioration of EVRO's financial condition indicated a possible
impairment of goodwill. In accordance with EVRO's policy for the periodic
evaluation of goodwill, EVRO determined that a permanent impairment of
approximately $900,000 had occurred. Accordingly, as of December 31, 1994,
EVRO recorded an adjustment to reflect a $900,000 permanent impairment in the
value of goodwill. EVRO identified the amount of the estimated impairment of
goodwill by comparing EVRO's estimated net asset value with the market value of
EVRO's outstanding common shares on December 31, 1994. The methodology used to
determine the amount of permanent impairment was similar to that used to
determine the original amount of goodwill resulting from the application of
reverse purchase accounting by Lintronics' to the acquisition of EVRO.
During the last quarter of 1994, EVRO completed its evaluation of
certain mineral leases totalling $129,885, and concluded that such leases were
of little or no value. The leases represent the remnants of EVRO's past mining
operations which had not been conducted for
-40-
<PAGE> 40
several years. Consequently, EVRO decided to write-off the remaining book
value of the leases as of December 31, 1994.
11. ADDITIONAL CASH FLOW STATEMENT INFORMATION
The noncash effect of the acquisition of Tres Rivers in 1994 is
summarized below:
<TABLE>
<S> <C>
Increase in assets
Property and equipment $1,410,805
Goodwill 200,000
----------
$1,610,805
==========
Increase in liabilities
Notes payable and current portion
of long term debt $ 38,870
Other current liabilities 12,405
Long term debt - notes payable 1,061,130
----------
1,112,405
Issuance of 496,668 shares of
common stock 350,000
Cash investment 148,400
----------
$1,610,805
==========
</TABLE>
Noncash transactions which involve capital stock as opposed to cash
are as follows:
<TABLE>
<CAPTION>
1994 1993
-------- ---------
<S> <C> <C>
Common stock issued:
For services $ 111,982 $629,060
In payment of note payable $1,133,421 $ 35,602
Preferred stock issued in exchange for
outstanding debt $ 787,000
</TABLE>
12. SUBSEQUENT EVENT - ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.
On March 14, 1995, EVRO acquired 98.35% of the issued and outstanding
common shares of The Sports & Shopping Network, Inc., a Florida corporation,
("TSSN") from The Stellar Companies, Inc., a Florida corporation ("Stellar").
In connection with the acquisition of the controlling interest in TSSN, EVRO
agreed to issue 16,759,038 shares of EVRO's
-41-
<PAGE> 41
common stock, or 77.09% (on a fully diluted basis), of EVRO's 21,738,735 shares
of common stock which will then be issued and outstanding. EVRO issued Stellar
500,000 shares of common stock at the closing and has agreed to issue the
remaining shares following completion of an increase in EVRO's authorized
shares of common stock. Pursuant to the agreement between EVRO and Stellar,
EVRO will offer to acquire the remaining 1.65% of TSSN's issued and outstanding
shares of common stock held by its minority shareholders in exchange for an
aggregate of 281,418 shares of EVRO's common stock.
On January 12, 1995, EVRO purchased the option to acquire TSSN from
Boyar Holdings, Inc. ("BHI"). Pursuant to the Assignment of Option Agreement,
EVRO agreed to issue to BHI 30,000 shares of EVRO's Series E Convertible
Preferred Stock ("Series E Preferred Stock") which shall be convertible into
3,000,000 shares of EVRO's restricted common stock following completion of an
increase in EVRO's authorized shares of common stock.
In conjunction with the TSSN acquisition, American Clinical Labs, Inc.
("ACL") the holder of 587,219 shares of EVRO's common stock, provided to
Stellar an irrevocable proxy to represent ACL or any assignee thereof at all
regular and special meetings of shareholders, or in connection with any other
shareholder action of EVRO, but only in ACL's capacity as the owner of record
of, and to vote the shares of the common stock of EVRO which were owned by ACL
as of March 14, 1995 ("the Shares"). This proxy shall be effective from March
14, 1995 to the date the Shares represent less than five percent (5%) of EVRO's
issued and outstanding shares of common stock.
EVRO has formed a wholly-owned subsidiary, Technology Holdings, Inc.
("THI"), which owns all of the assets that were owned by EVRO prior to the TSSN
acquisition. Pursuant to such acquisition, the holders of record of EVRO's
common stock as of March 27, 1995, will be issued a stock dividend consisting
of EVRO's Series D Convertible Preferred Stock ("Series D Preferred Stock"),
which will have limited voting rights. EVRO has the right, but not the
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's
issued and outstanding capital stock. In the event of liquidation or
dissolution of EVRO, whether voluntary or otherwise, after payment of the debts
and liabilities of EVRO and before any distribution shall be made to the holder
of any class of common stock of EVRO, the holders of the Series D Preferred
Stock shall be entitled to receive all of the THI Common Stock owned by EVRO,
subject to the first priority of all holders of EVRO's Series A 10% Convertible
Preferred Stock, Series B 8% Preferred Stock, and Series C Convertible
Preferred Stock.
THI is entitled to receive on an annual basis that number of shares of
EVRO's voting common stock ("Special Shares") equal to 20% of the average total
assets of THI over a twelve month period (March 14 through the following March
13 each year) divided by Two Dollars ($2.00). THI's right to receive the
Special Shares provided is earned ratably over the applicable twelve month
period. Such entitlement would cease upon the redemption of the Series D
Preferred Stock. Stellar has the right to purchase from THI any Special Shares
of EVRO's common stock received until June 30, 1997 for an amount equal to the
greater of Two Dollars
-42-
<PAGE> 42
($2.00) per share or 50% of the bid price of EVRO's then publicly traded stock
as of the end of the month preceding Stellar's exercise of its right to
purchase. EVRO is prohibited from pledging, hypothecating or otherwise
encumbering its shares of THI's capital stock.
The Series D Preferred Stock contains a special dividend provision
that in the event such preferred stock is not redeemed by June 30, 1997, EVRO
shall, as of July 1, 1997, declare a stock dividend of its voting common stock
payable to the holders of the Series D Preferred Stock equal to the number of
shares of common stock held by THI as of June 30, 1997. Additional stock
dividends shall be payable to the holders of Series D Preferred Stock each July
1st following July 1, 1997 until EVRO has redeemed its Series D Preferred
Stock. The amount of such additional stock dividend shall equal the number of
shares of EVRO's common stock transferred to THI during the immediately
preceding twelve month period.
(Remainder of page left blank intentionally.)
-43-
<PAGE> 43
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
EVRO had no change in or disagreements with its accountants during the last
two fiscal years.
(Remainder of page left blank intentionally.)
-44-
<PAGE> 44
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following individuals are the Directors and Officers of EVRO. All
Directors are elected annually by the shareholders to serve until the next
annual meeting of shareholders and until their successors are duly elected and
qualified. Officers are elected annually by the Board of Directors to serve at
the pleasure of the Board.
<TABLE>
<CAPTION>
NAME POSITION AGE
---- -------- ---
<S> <C> <C>
Thomas L. Jensen Chairman of the Board and 60
Director
Daniel M. Boyar President, Chief Executive
Officer and Director 39
Stephen H. Cohen Secretary and Director 49
D. Jerry Diamond Director 55
James L. Kennedy Director 52
Gerald L. Pennington Director 62
Christopher P. Dona Vice President 43
O. Don Lauher Treasurer and Chief
Financial Officer 52
Teresa B. Fannin Assistant Secretary 38
</TABLE>
THOMAS L. JENSEN was elected Chairman of the Board and Director of
EVRO on March 14, 1995. Mr. Jensen is also Chairman of the Board, Chief
Executive Officer and President of The Stellar Companies, Inc. in which
capacities he has served since November 1992. Mr. Jensen is also President of
Olympus Development Corporation which develops commercial real estate primarily
in Florida. In addition, from 1979 until March 1993, he served as vice
president of Wood Properties, Inc., an affiliate of the Lawler-Wood Group, a
closely held corporation based in Knoxville, Tennessee. He is presently a
general partner of Spacecoast Associates, Ltd., the managing partner of the
Maingate Joint Venture, a partnership that owns the Radisson Maingate Hotel in
Orlando, Florida (located directly outside the main entrance to Walt Disney
World.)
-45-
<PAGE> 45
Mr. Jensen served in the Tennessee Legislature from 1967 until
associating with the Lawler-Wood Group in 1979. He was elected Minority Leader
of the House of Representatives in 1970 and was floor leader for Governor
Winfield Dunn through multiple terms of office. As a legislator, Mr. Jensen
sponsored and passed several landmark bills in Tennessee, including one that
effected a restructuring of the rules of procedure, the budgeting process and
several departments of State Government, and another that established a system
of statewide public kindergartens. As a legislator, Mr. Jensen also served on
numerous national committees and boards and in 1975 was elected President of
the National Conference of State Legislatures. During his term, the California
Assembly praised him for "his active role in improving state image at the
national level and in assisting the California Legislature and other state
legislatures..." Mr. Jensen serves as Past Chairman and Member of the Board of
Metropolitan Knoxville Airport Authority, Chairman of the Board of the Knox
County Private Industry Council, Board Member of the Knoxville Chamber of
Commerce, Chairman of the Board of Trustees of the Tennessee Baptist
Foundation, and on several other business and civic boards and committees.
DANIEL M. BOYAR was elected President, Chief Executive Officer and
Director of EVRO on March 14, 1995. Mr. Boyar, a licensed attorney, is the
sole owner of Boyar Holdings, Inc., an investment company specializing in
equity capital private placements, syndications, corporate mergers and
acquisitions, and growth stocks for public companies. Mr. Boyar is a sole
practitioner, who specializes in commercial transactions, and has practiced in
either Ocala, West Palm Beach or Orlando, Florida from December 1990 to date.
From November 1993 to May 1994, Mr. Boyar served as the secretary and special
counsel to Member Service Corp., a corporation whose shares are traded on
NASDAQ. From June 1993 to July 1993, Mr. Boyar served as the President, Chief
Executive Officer and a Director of Aspen Marine Group, Inc., also a
corporation whose shares are traded on NASDAQ. From August 1991 to date, Mr.
Boyar serves as the President, Chief Executive Officer and a Director of
Sportsworld 2000, Inc., a corporation whose shares are traded in the over-the-
counter market. From March 1991 to June 1991, Mr. Boyar served as the
President, Chief Executive Officer and a Director of Iroquois Brands, Ltd. a
corporation whose shares were traded on the American Stock Exchange. From
January 1991 to April 1991, Mr. Boyar served as the President, Chief Executive
Officer and a Director of International Standards Group, Inc., a corporation
whose shares were traded in the over-the-counter market. Mr. Boyar is a third
generation real estate developer from southern California, having participated
in his family's home building public company at the age of 20. He is a
graduate of the University of Miami, from which he received a Bachelor of
Business Administration Degree in Finance, and of Southwestern University
School of Law, from which he completed the law school curriculum in two years,
receiving a J.D. degree. Additionally, Mr. Boyar completed the Masters of Law
Program in Taxation at Boston University, receiving his L.L.M. degree.
STEPHEN H. COHEN was elected Secretary of EVRO on March 14, 1995. Mr.
Cohen, a licensed attorney, is a founding partner of the Syracuse, New York law
firm of Scolaro, Shulman, Cohen, Lawler & Burstein, P.C. Mr. Cohen has been
with such law firm since its inception in 1979 and is presently a partner with
the firm. He is a member of the New York
-46-
<PAGE> 46
and Pennsylvania bars, and specializes in the areas of federal income tax,
employee benefits, estate planning, and health care. Mr. Cohen received his
undergraduate degree in Accounting from Syracuse University in 1967 and his
J.D. from Syracuse University's College of Law in 1970. He is a frequent
lecturer on the topics of employee benefits and health care and has been
designated in the book, "Best Lawyers in America," in the area of employee
benefits.
D. JERRY DIAMOND was elected as Director of EVRO on October 19, 1992.
He served as Chairman of the Board, President and Chief Executive Officer of
EVRO from October 19, 1992 until his resignation on March 14, 1995. Since
October, 1994, Mr. Diamond has served as Chairman, President and Chief
Executive Officer of American Clinical Labs, Inc. From February 1992 through
October 1992, Mr. Diamond was Senior Vice President and Chief Operating Officer
of Veridien Corporation, a publicly traded healthcare company headquartered in
St. Petersburg, Florida, which specializes in infection control. From May 1988
through February 1992, Mr. Diamond was Chairman, President and Chief Executive
Officer of Coastland Corporation of Florida, a Tampa, Florida based company
specializing in the development of businesses in the hazardous and nonhazardous
waste recycling industry. For the past 17 years, Mr. Diamond has had an
extensive background in managing publicly traded companies.
JAMES L. KENNEDY was elected as Treasurer and Director of EVRO on
October 19, 1992, and elected Executive Vice President on February 25, 1994.
He resigned as Treasurer and Executive Vice President on September 30, 1994 but
has continuously served as a Director of EVRO. Mr. Kennedy currently serves as
Director of American Clinical Labs, Inc. where he has been involved since
April, 1990 and formerly served as Chairman of the Board, Chief Executive
Officer and Treasurer. From September 1986 through February 1990, he was the
sole owner and principal manager of Kennedy Financial Corp., a federally
licensed, Orlando-based commodities broker engaged in the purchase and sale of
commodities and futures contracts. Mr. Kennedy's prior activities include
ownership and management of the central Florida Robinson helicopter dealership,
a full service hotel, and a construction corporation engaged in substantial
commercial and industrial development.
GERALD L. PENNINGTON was elected as Director on October 19, 1992. Mr.
Pennington has served as Vice President since 1954 of Ashland Lumber Company, a
family owned lumber business founded by his father. He founded and served as
Director of United Window Company of Columbus, Ohio from 1970 to 1992. From
1958 to 1979, he served as Executive Vice President of Pennco, Inc. After his
retirement from Pennco in 1979, Mr. Pennington moved to Nokomis, Florida where
he has been involved in commercial land development and construction. He
currently serves as a Director of the Presidential Bank in Sarasota, Florida,
and of Personal Health Technologies, Inc. of Boston, Massachusetts. Mr.
Pennington has served on various boards of marketing and management companies.
CHRISTOPHER P. DONA was elected as Vice President of EVRO on March 14,
1995. Mr. Dona is also Executive Vice President, Chief Operating Officer and
Director of The Stellar Companies, Inc. in which capacities he has served since
January 1993. Prior to joining Stellar
-47-
<PAGE> 47
Mr. Dona was with Hasbro, Inc., where he served as a corporate officer and
Senior Vice President. Hasbro, Inc. is the world's leading manufacturer of
toys and games, with operations in over 18 countries. Mr. Dona held his
position for eight years. Prior thereto, Mr. Dona was Vice President in the
Consumer Products Group of Bausch and Lomb, Inc., one of the world's leading
manufacturer of vision care products such as soft contact lenses, Ray-Ban
sunglasses and Bushnell riflescopes, along with a diverse offering of
healthcare consumer products. A multinational company, its operations are
located in over 25 countries. Mr. Dona began his career in 1974 with Albany
International Corporation, a manufacturer of paper machine clothing in which he
held various managerial positions.
Mr. Dona received a B.A. degree from Siena College and an M.S. from
Clarkson College of Technology. He has been active in many community
organizations and served on various boards of directors such as Northern Rhode
Island Chamber of Commerce, Pawtucket YMCA, Pawtucket Community Counseling
Center, Greater Providence Chamber of Commerce and Better Homes of Springfield.
O. DON LAUHER was elected Treasurer and Chief Financial Officer of
EVRO on March 14, 1995. Mr. Lauher is also Chief Financial Officer and
Treasurer of The Stellar Companies, Inc. in which capacities he has served
since January 1993. Prior to joining Stellar, Mr. Lauher served as Vice
President/Chief Accounting Officer of The Major Group, Inc. (f/k/a the Radice
Corporation), a NYSE listed company from 1982 through 1992, principally engaged
in providing real estate management and advisory services. Prior to 1989,
Major was a diversified real estate merchant builder involved in the
development of commercial office parks; residential, single-family and
condominium communities; rental apartment projects; and adult congregate living
facilities with total assets approximating $400 million. Mr. Lauher directed
and monitored the overall accounting and financial activities, including cash
management, accounting, tax, SEC, MIS, construction financing, insurance and
administrative functions, prepared short and long-range financial models for
all phases of the company's operations, and its annual business plan. He
coordinated the use of the company's consultants for accounting, financial and
tax matters. In addition, he also served as corporate secretary from 1990
through 1992.
Prior to his tenure with Major, Mr. Lauher was the Chicago Regional
Controller for Levitt Homes, Inc., for five years. The annual sales for the
Chicago region were in excess of $60 million. Prior to his service with
Levitt, Mr. Lauher served as Audit Manager, Senior and Junior Accountant with
Price Waterhouse & Company for 11 years. Mr. Lauher is a member of the
American Institute of Certified Public Accountants and graduated from Southern
Illinois University with a B.S. in Accounting.
TERESA B. FANNIN served as Secretary of EVRO from October 19, 1992
until her resignation on March 14, 1995. On March 14, 1995, she was elected as
Assistant Secretary of EVRO. Since October 1994, Ms. Fannin has also served as
Secretary of American Clinical Labs, Inc. From March, 1992 to October, 1992,
Ms. Fannin served as the Executive Assistant to the Senior Vice President and
Chief Operating Officer of Veridien Corporation, a healthcare
-48-
<PAGE> 48
company located in St. Petersburg, Florida specializing in infection control.
From March 1989 to March 1992, Ms. Fannin served as Corporate Secretary and
Executive Assistant to the Chairman and Chief Executive Officer of Coastland
Corporation of Florida, a company specializing in the development of businesses
in the hazardous and nonhazardous waste recycling industry headquartered in
Tampa, Florida. From 1987 to 1989, Ms. Fannin worked as a consultant to
publicly and privately owned companies, assisting them with organizational
structure, corporate filings, staffing and policy/procedures implementation.
SECTION 16 REPORTS
The requirements imposed by Section 16(a) of the Securities Exchange
Act of 1934, as amended, provide that EVRO's Officers and Directors, and
persons who own more than ten percent of EVRO's Common Stock, file initial
statements of beneficial ownership (Form 3), and statements of changes in
beneficial ownership (Forms 4 or 5) with the Securities and Exchange Commission
("SEC"). Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish EVRO with copies of all such forms they
file. Based solely on its review of the copies of such forms received, EVRO
believes that during its fiscal year ended December 31, 1994, ACL which had two
late filings regarding three transactions, was the only officer, director or
greater than ten percent beneficial owner that did not file all of the above
referenced forms on a timely basis.
ITEM 10. EXECUTIVE COMPENSATION
CASH COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
----------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------
Restricted
Name and Salary(1) Bonus Other Annual Stock LTIP All Other
Principal ------ ----- Compensation Award(s) Options/ Payouts Compensation
Position Year $ $ $ $ SAR's (#) $ $
-------- ---- ------ ----- ------------ --------- ---------- ------- ------------
<S> <C> <C> <C>
D. Jerry 0
Diamond, 1994 135,000 5,638
Chief 1993 180,000(2) 0
Executive 1992 13,848
Officer
</TABLE>
-49-
<PAGE> 49
<TABLE>
<S> <C> <C> <C>
David B.
Howe,
Exec. 1993 104,000(3) 4,298
Vice
President
- ---------------
</TABLE>
(1)All compensation paid to EVRO's current officers has been paid by
Lintronics, not EVRO. The amount reflects compensation paid and/or
accrued by Lintronics.
(2)Included in this amount earned in 1993 is $90,000 for which payment
was deferred to 1994.
(3)Included in this amount earned in 1993 is $20,000 for which payment
was deferred to 1994.
EVRO may adopt additional compensation programs at a later date
suitable for its executive personnel. EVRO is unable to predict at this time
the format or manner of compensation to be included in any such program.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table enumerates, as of March 31, 1995, the name,
address and ownership, both by numerical holding and percentage interest, of
EVRO's Common and Preferred Stock by (1) the beneficial owners of more than
five percent of EVRO's outstanding Common Stock; (2) the Directors and
Executive Officers of EVRO, individually; and (3) the Directors and Executive
Officers as a group. There are no shares which each of the following could
purchase under outstanding stock options, warrants, conversion privileges or
other rights which were exercisable as of March 31, 1995 or exercisable on or
before 60 days from such date other than Daniel Boyar in that he is entitled to
convert 30,000 shares of Series E Convertible Preferred Stock into 3,000,000
shares of restricted common stock of EVRO at any time after EVRO's authorized
but unissued shares have been increased to 75,000,000 subject to the filing of
an information or proxy statement with the Commission.
In preparing the following tables, EVRO has relied upon statements
filed with the Securities and Exchange Commission by beneficial owners of more
than 5 percent of EVRO's outstanding Common Stock pursuant to Section 13(d) or
13(g) of the Securities Act of 1934, unless EVRO knew or had reason to believe
that the information contained in such statements was not complete or accurate,
in which case EVRO relied upon information which it considered to be accurate
and complete.
(Remainder of page left blank intentionally.)
-50-
<PAGE> 50
<TABLE>
<CAPTION>
After Increase in Authorized
Present Holdings Shares of Common Stock
---------------- ----------------------
Title Percent Percent
Class Name and Address Amount of Class(1) Amount of Class(2)
- ----- ---------------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C>
Common Thomas L. Jensen (Chairman of 1,087,219 49.46% 16,759,038 77.09%
the Board and Director)
1601 Riverview Tower
Knoxville, TN 37902
Common Daniel L. Boyar (President, 0 .00% 3,000,000 13.80%
Chief Executive Officer and Director)
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
Preferred Daniel L. Boyar (President, 30,000 100.00% 0 .00%
Chief Executive Officer and Director)
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
Common Stephen H. Cohen (Secretary and 1,087,219 49.46% 16,794,697 77.25%
Director)(3)
90 Presidential Plaza
New York, NY 13202
Common D. Jerry Diamond (Director) 608,957 27.70% 608,957 2.80%
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
Common James L. Kennedy (Director) 599,934 27.29% 599,934 2.76%
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
Common Gerald L. Pennington (Director) 6,000 0.27% 6,000 .03%
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
Common Christopher P. Dona (Vice President) 1,087,219 49.46% 16,759,038 77.09%
7501 W. Irlo Bronson Memorial Hwy.
Suite 103
Kissimmee, FL 34747
Common O. Don Lauher (Treasurer and Chief 1,087,219 49.46% 16,759,038 77.09%
Financial Officer)
7501 W. Irlo Bronson Memorial Hwy.
Suite 103
Kissimmee, FL 34747
Common Teresa B. Fannin (Assistant Secretary) 3,250 0.15% 3,250 .01%
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
</TABLE>
-51-
<PAGE> 51
<TABLE>
<CAPTION>
After Increase in Authorized
Present Holdings Shares of Common Stock
---------------- ----------------------
Title Percent Percent
Class Name and Address Amount of Class(1) Amount of Class(2)
- ----- ---------------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C>
Common American Clinical Labs, Inc(4) 587,219 26.71% 587,219 2.70%
10002 Princess Palm Ave., Suite 304
Tampa, FL 33619
Common The Stellar Companies, Inc.(5),(6) 1,087,219 49.46% 16,759,038 77.09%
1601 Riverview Tower
Knoxville, TN 37902
Common Management as a Group (9 Persons) 1,130,922 51.45% 20,425,619 93.96%
Preferred 30,000 100.00% 0 .00%
</TABLE>
- -------------------
(1)Based on 2,198,279 shares outstanding.
(2)Based on 21,738,735 shares outstanding upon completion of an
increase in EVRO's authorized shares of common stock and thereafter
the issuance of the additional shares of common stock to Stellar, the
conversion of preferred stock held by Mr. Boyar to common stock and
the acquisition of the remaining 1.65% of TSSN's issued and
outstanding common stock held by its minority shareholders.
(3)Mr. Cohen holds sole investment power on 125,000 shares of
TSSN currently held by the SSCL&B Employees Deferred Savings and
Profit Sharing Plan and Trust, FBO Stephen H. Cohen. Upon EVRO's
offer to acquire the remaining 1.65% of TSSN's issued and outstanding
common stock, the 125,000 shares of TSSN will be exchanged for 35,659
shares of EVRO common stock.
(4)Includes 587,219 shares owned by American Clinical Labs,
Inc. because of Mr. Kennedy's and Mr. Diamond's position on its Board
of Directors which exercises voting control thereover on behalf of
American Clinical Labs, Inc.'s shareholders.
(5)Includes 500,000 shares owned by Stellar because of Mr.
Jensen's and Mr. Cohen's position on its Board of Directors which
exercises voting control thereover on behalf of Stellar's
shareholders.
(6)American Clinical Labs, Inc. provided to Stellar an
irrevocable proxy with full power of substitution, to represent ACL or
any assignee thereof at all regular and special meetings of
shareholders, or in connection with any other shareholder action, of
EVRO, but only in ACL's capacity as the owner of record of and to vote
the shares of ACL as of March 14, 1995. The irrevocable proxy shall
be effective from March 14, 1995 to the date the Shares represent less
than 5% of EVRO's issued and outstanding shares of common stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH MANAGEMENT
AND OTHERS
During 1993, ACL was EVRO's majority shareholder, owning 56% of the
issued and outstanding common stock of EVRO. Mr. James L. Kennedy and Mr.
David B. Howe were ACL's principal officers. ACL made periodic advances of
funds to Lintronics for working capital purposes. During the first quarter of
1993, ACL advanced approximately $229,000 to Lintronics, and subsequently
converted such debt to Series "B" 8% Convertible Preferred Stock
-52-
<PAGE> 52
of Lintronics, bringing such ownership to 1,058,400 shares. On March 30, 1993,
EVRO's Board of Directors approved the conversion of these Lintronics preferred
shares to 52,920 preferred shares of EVRO. On September 20, 1993, EVRO's Board
of Directors approved the redemption of 5,750 shares of EVRO's Series B
Preferred Stock in exchange for EVRO's assumption of debts of ACL totaling
$80,000 which had been incurred for the benefit of Lintronics. Between April 1
and December 31, 1993, the assumed debts were paid, and EVRO advanced ACL
approximately $214,000 to be used for working capital.
In May 1994, EVRO was billed approximately $77,000 by ACL for legal
and consulting services incurred by ACL on behalf of EVRO. During 1994, EVRO
issued 33,328 shares of EVRO's common stock in exchange of preferred stock
(13,278) and for services rendered (20,050).
In June 1994, EVRO converted ACL's 48,920 preferred shares of EVRO to
common stock of EVRO on a one for one basis. Also in June 1994, EVRO's Board
of Directors determined and approved the purchase of two Lintronics'
dealerships from ACL in exchange for 5,500 shares of EVRO's common stock. The
purchase price was determined based on the historic purchase prices of
dealerships, the most recent of which occurred in June 1994.
At December 31, 1994, ACL owned 34% of the issued and outstanding
common capital stock of EVRO. In January and February 1994, ACL repaid EVRO
$214,000 for amounts due EVRO at December 31, 1993. In three separate
transactions during 1994, ACL sold a total of 205,676 shares of its EVRO common
stock, and loaned the proceeds totaling approximately $1,821,000 to EVRO. In
May, June and December 1994, EVRO repaid ACL with the issuance of 92,438,
11,851 and 101,386 shares of EVRO's common stock, respectively. During the
fourth quarter of 1994, ACL loaned EVRO approximately $192,000 for working
capital purposes, of which $50,000 was repaid. At December 31, 1994, EVRO owed
ACL approximately $142,000. During the first quarter of 1995, ACL advanced an
additional approximate $110,000.
On October 19, 1992, EVRO agreed that Treasure Rockhound would enter
into an employment agreement with Dale A. Fullerton, former Chairman of the
Board, President and largest shareholder of EVRO. The terms of the employment
agreement included that, Mr. Fullerton would be employed for two years
beginning October 15, 1992 at a monthly salary of $4,000. In addition, Mr.
Fullerton was granted an option to acquire 5,000 shares of the common stock of
EVRO for the sum of $10,000.
In August 1993, EVRO terminated Mr. Fullerton for violating the terms
of his employment agreement. Subsequent to the termination, Mr. Fullerton and
EVRO filed legal actions against each other as a result of the termination. In
June 1994, the Mr. Fullerton, TRRI and EVRO entered into a Settlement Agreement
("Agreement"). It was determined by the Board of Directors of EVRO that the
Agreement was not an admission of any wrongdoing or liability on the part of
EVRO, but a prudent decision based upon the substantial legal fees which would
be incurred and the significant amount of time which would be spent by EVRO's
management
-53-
<PAGE> 53
in preparing legal defenses. Under the agreement, Mr. Fullerton was paid the
amount of principal and interest allegedly owed to him under a promissory note,
and amounts allegedly owed as severance pay totaling $160,000, and permitted
Mr. Fullerton to exercise his stock option which allowed him to acquire 5,000
shares of EVRO's common stock for $10,000 provided that Mr. Fullerton agreed
to sell the shares back to EVRO and further agreed to the cancellation of Mr.
Fullerton's option to buy all the shares of Treasure Rockhound for $900,000,
and EVRO agreed to use its best efforts to have Mr. Fullerton removed as a
guarantor of a note payable with a balance of $484,164 at December 31, 1994
(see Notes 5 and 7). During 1994, EVRO received $10,000 as Mr. Fullerton
exercised his stock option, and paid Mr. Fullerton $19,000 for 208 shares of
EVRO's common stock repurchases as part of the Agreement. During 1995, EVRO
has paid Mr. Fullerton approximately $11,000 in exchange for approximately 125
shares of EVRO's common stock.
In June 1992, Lintronics entered into a product distribution agreement
with Medical Advances, Inc. for exclusive distribution rights for all of
Lintronics' products in Ohio and Michigan. Mr. George F. Scantland, III, a
former director of EVRO, is the President and majority owner of Medical
Advances, Inc. In March 1994, EVRO repurchased the exclusive right from
Medical Advance, Inc. in exchange for 8,750 shares of EVRO's common stock.
In May 1993, ACL borrowed $35,000 from Gerald L. Pennington, a current
director of EVRO for the benefit of Lintronics and the accompanying promissory
note was subsequently assigned to EVRO. Under the terms of the interest
bearing promissory note, EVRO agreed to pay interest of ten percent per annum
and full payment upon demand. At December 31, 1993, the outstanding balance
was $29,000. In February 1994, the note was paid in full.
In October 1993, EVRO borrowed $80,000 from DFP, Inc., a Florida
corporation which is wholly-owned by D. Jerry Diamond and James L. Kennedy,
former officers and current directors of EVRO. Under terms of the interest
bearing single maturity payment promissory note, EVRO agreed to pay interest of
seven percent per annum, with the principal due on January 5, 1994, which was
extended by agreement to July 5, 1995. At March 31, 1995, the principle
balance was $35,000.
From January through June 1993, Lintronics had an management
consulting agreement with Access Consultants Group, Inc. ("ACG"), which is
wholly owned by James L. Kennedy, a director and former officer, and David B.
Howe, a former officer and former director and significant shareholders of ACL.
As of December 31, 1993 Lintronics owed ACG $60,000. During the first quarter
of 1994, the amount due ACG was paid in full.
In October 1993, Lintronics entered into an Employment Agreement with
Mr. Michael B. Hickland as Executive Vice President, Director of Sales and
Marketing for a two-year period beginning November 1, 1993. The terms of the
agreement include a base salary of $89,000, a non-qualified, five year stock
option of 5,000 shares of EVRO restricted common stock at $2.75 per share and
12,500 shares at $4.00 per share. As of the date of this filing, Mr. Hickland
exercised options on 5,000 shares. In January 1994, Mr. Hickland purchased
2,500
-54-
<PAGE> 54
shares of restricted common stock of EVRO for $1.00 per share through a private
placement. On March 1, 1995, it was determined by THI and EVRO that further
funding of EVRO Trading would be halted as no significant products had been
sold nor had a distribution network been established. Subsequently, a dispute
arose between THI and EVRO and Mr. Hickland, the President of EVRO Trading in
which certain claims were asserted by both parties. As a part of a settlement
agreement entered into on March 24, 1995 with Mr. Hickland, THI transferred
ownership of 55% of the common stock of EVRO Trading to him in exchange for an
arrangement whereby EVRO would maintain a 45% interest in the common stock of
EVRO Trading, with no obligation for additional funding. Both parties also
signed mutual general releases and noncompete agreements in connection with the
settlement. On March 24, 1995, THI and Mr. Hickland also executed a 10 day
secured promissory note ("Note") for $30,776.99 which represents amounts due
Mr. Hickland and Perry Cope, a consultant for EVRO Trading for back salary,
fees and expenses. The Note was secured by the remaining 45% of the common
stock of EVRO Trading ("Security"). On April 3, 1995, THI defaulted on the
Note and surrendered the Security to Mr. Hickland.
Pursuant to the agreement between EVRO and Stellar, Stellar has agreed
that EVRO shall transfer the first $300,000 that it receives as a result of the
sale of any Class or Series of EVRO's authorized but unissued capital stock to
THI in partial satisfaction of EVRO's obligation to fund a total of $400,000 to
THI plus approximately $55,000 of expenses incurred by THI in relationship to
this transaction. THI shall be entitled to receive the balance of the funds
owed it from the proceeds of the sale of any Class or Series of EVRO's
authorized but unissued shares after $200,000 from the proceeds of any such
have first been utilized for the benefit of TSSN. The time and amount of each
installment of the balance of such obligation to fund THI shall be mutually
agreed upon by the EVRO board and the THI board at such time as additional
funds become available.
-55-
<PAGE> 55
ITEM 13. EXHIBITS, REPORTS ON FORM 8-K
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT # DESCRIPTION OF DOCUMENT
-----------------------
<S> <C>
2.01 Agreement and Plan of Reorganization dated September 22, 1992 by and among EVRO Financial Corp., owners of
records of Lintronics Technologies, Inc., and Lintronics Technologies, Inc. (a)
3.01 Articles of Incorporation. (d)
3.02 By-Laws of the Registrant. (d)
3.03 Articles of Amendment to Articles of Incorporation filed October 3, 1994.(i)
3.04 Articles of Amendment to Articles of Incorporation filed January 24, 1995.(i)
3.05 Articles of Amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series A 10%
Convertible Preferred Stock, $1.00 Face Value of EVRO Corporation filed January 24, 1995. (i)
3.06 Articles of Amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series B 8%
Preferred Stock, $1.00 Face Value of EVRO Corporation filed January 24, 1995. (i)
3.07 Articles of Amendment to Articles of Incorporation filed March 15, 1995.(i)
3.08 Articles of Amendment to Articles of Incorporation filed April 8, 1995.(i)
4.01 Specimen Stock Certificate.(d)
10.01 Lease Agreement dated August 26, 1992 by and between Princess Palm Corporation and Lintronics Technologies,
Inc. (c)
10.02 Employment Agreement dated October 29, 1993 by and between Lintronics Technologies, Inc. and Michael B.
Hickland. (d)
10.03 Stock Purchase Agreement dated February 22, 1994 by and between EVRO Financial Corporation and Good Health
Channel, Inc. (e)
10.04 Capital Stock Escrow and Disposition Agreement dated March 18, 1994 by and between EVRO Corporation and Good
Health Channel, Inc. (e)
</TABLE>
-56-
<PAGE> 56
<TABLE>
<S> <C>
10.05 Asset Purchase Agreement dated July 13, 1994 by and between Three Rios, Ltd. and EVRO Corporation. (f)
10.06 Modification of Letter of Intent and Addendum to Modification of Letter of Intent dated January 12, 1995 by and
between EVRO Corporation and The Stellar Companies, Inc. (g)
10.07 Assignment of Option dated January 12, 1995 amongst Boyar Holdings, Inc., EVRO Corporation, The Stellar
Companies, Inc. and The Sports & Shopping Network, Inc. (g)
10.08 Promissory Note Extension and Consent Agreement and Capital Stock Escrow and Disposition Agreement dated July
1, 1994 by and between EVRO Corporation and John Latham, Trustee. (h)
10.09 Settlement Agreement dated June 27, 1994 by and among EVRO Corporation, Treasure Rockhound Ranches, Inc. and
Dale Fullerton; and Escrow Agreement dated June 27, 1994 by and among EVRO Corporation and Dale Fullerton and
the law firm of Bush Ross Gardner Warren & Rudy, P.A.; and Escrow Agreement dated June 27, 1994 by and among
EVRO Corporation, Treasure Rockhound Ranches, Inc., Dale Fullerton and the law firm of Morrill Brown & Thomas,
P.A. (i)
10.10 EVRO Corporation 1994 Non-Qualified Stock Option Plan. (i)
22.01 Subsidiaries of registrant. (i)
27.0 Financial Data Schedule (for SEC use only)
</TABLE>
(B) REPORTS ON FORM 8-K
Report on Form 8-K dated March 17, 1995, reported matters under Items
2 and 7 thereof.
(a)Filed as an Exhibit to Report on Form 8-K dated October 19, 1992.
(b)Filed as an Exhibit to Form 8 Amendment No. 1, dated November 19,
1992 to Report on Form 8-K dated October 19, 1992.
(c)Filed as an Exhibit to Report on Form 10-KSB, dated April 22, 1993.
(d)Filed as an Exhibit to Report on Form 10-KSB dated April 14, 1994.
(e)Filed as an Exhibit to Report on Form 8-K dated March 29, 1994.
(f)Filed as an Exhibit to Report on Form 8-K dated July 30, 1994.
(g)Filed as an Exhibit to Report on Form 8-K dated March 17, 1995.
(h)Filed as an Exhibit to Report on Form 10-QSB dated November 11,
1994.
(i)Filed as an Exhibit to Report on Form 10-KSB for the year ended
December 31, 1994.
-57-
<PAGE> 57
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on this 22th day of December, 1995.
EVRO CORPORATION
By: /s/Thomas L. Jensen
------------------------
Thomas L. Jensen
Chief Executive Officer
In accordance with the Exchange, this Report has been signed below by
the following persons on behalf of the Registrant, and in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Thomas L. Jensen Chairman of the Board and December 22, 1995
- --------------------------------- Chief Executive Officer
Thomas L. Jensen
/s/Stephen H. Cohen Secretary and Director December 22, 1995
- ---------------------------------
Stephen H. Cohen
/s/D. Jerry Diamond Director December 22, 1995
- ---------------------------------
D. Jerry Diamond
/s/O. Don Lauher Treasurer, Chief Financial December 22, 1995
- --------------------------------- Officer and Principal Accounting
O. Don Lauher Officer
/s/Don Mastropietro Director December 22, 1995
- ---------------------------------
Don Mastropietro
</TABLE>
-58-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 7,300
<SECURITIES> 0
<RECEIVABLES> 27,415
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 37,719
<PP&E> 3,776,759
<DEPRECIATION> 345,039
<TOTAL-ASSETS> 5,194,873
<CURRENT-LIABILITIES> 952,784
<BONDS> 0
0
0
<COMMON> 11,049,782
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,194,873
<SALES> 0
<TOTAL-REVENUES> 1,080,991
<CGS> 0
<TOTAL-COSTS> 3,230,213
<OTHER-EXPENSES> 31,423
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 180,555
<INCOME-PRETAX> (2,298,354)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,298,354)
<DISCONTINUED> (2,909,391)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,207,745)
<EPS-PRIMARY> (4.15)
<EPS-DILUTED> 0
</TABLE>
