EVRO CORP, PRE 14A, 1996-01-18

EVRO CORP
PRE 14A, 1996-01-18
HOTELS, ROOMING HOUSES, CAMPS & OTHER LODGING PLACES

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<PAGE> 1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
---

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

EVRO CORPORATION
- - - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/X/ Fee paid previously with preliminary materials. [The Registrant previously
paid the fee when it filed preliminary copies of its Information Statement
on Schedule 14C with the Commission, on or about June 6, 1995].
<PAGE> 2
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:
<PAGE> 3

EVRO CORPORATION
523 Douglas Avenue
Altamonte Springs, Florida 32714

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Notice is hereby given that a special meeting of the Shareholders (the
"Shareholders' Meeting") of EVRO Corporation (the "Company") will be held at
the Radisson Maingate Inn located at 7501 W. Irlo Bronson Memorial Highway,
Kissimmee, Florida 34747, February 28, 1996 at 10:00 a.m., for the following
purposes:

1. To approve an increase in the Company's shares of authorized
common stock from 2,500,000 to 100,000,000 shares, each of which shall have a
par value of $0.001;

2. To approve an increase in the Company's shares of authorized
preferred stock from 1,250,000 to 25,000,000 shares, each of which shall have a
par value of $0.001;

3. To authorize the Company to change its name to Diversified
Broadcasting Company, Inc.;

4. To elect a board of directors for the ensuing year;

5. To authorize the Company to offer to purchase the fractional
shares resulting from the one for twenty reverse stock split of the Company's
capital stock effective January 26, 1995, at the market price on the date of
the Shareholders' Meeting; and

6. To consider and act upon such other business as may be
properly presented to the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business January 31,
1996, as the record date for determination of the shareholders of common and
preferred stock entitled to notice of and to vote at the meeting or any
adjournment thereof.

A form of Proxy and Proxy Statement accompany this Notice of Special
Meeting. A copy of the Company's Annual Report on Form 10K-SB/A for the Year
Ended December 31, 1994 and the Company's Quarterly Report on Form 10Q-SB/A for
the Nine Months Ended September 30, 1995 are also included. The Proxy covers
all shares of common stock held by you directly.

IF YOU DO NOT EXPECT TO BE PRESENT AT THE SHAREHOLDERS' MEETING IN
PERSON, PLEASE PROMPTLY SIGN THE ACCOMPANYING PROXY AND RETURN IT IN THE
ENCLOSED ENVELOPE.

By Order of the Board of Directors,

/s/ Stephen H. Cohen
-----------------------------------
Stephen H. Cohen
February 9, 1996 Corporate Secretary
<PAGE> 4

PRELIMINARY COPY

EVRO CORPORATION
523 Douglas Avenue
Altamonte Springs, Florida 32714

PROXY STATEMENT
FOR
A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 28, 1996

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement and the accompanying form of proxy are being
mailed on or about February 9, 1996, in connection with the solicitation by the
Board of Directors of EVRO Corporation (the "Company"), a Florida corporation,
of proxies to be used at a special meeting (the "Shareholders' Meeting") of its
common shareholders, its Series E Convertible Preferred Shareholders, its
Series F Convertible Preferred Shareholders and its Series M Convertible
Preferred Shareholders (collectively, the "Shareholders"). The Shareholders'
Meeting will be held on February 28, 1996 at 10:00 am at the Radisson Maingate
Inn located at 7501 W. Irlo Bronson Memorial Highway, Kissimmee, Florida 34747.
The mailing address for the Company's principal executive offices is 523
Douglas Avenue, Altamonte Springs, Florida 32714.

The cost of preparing, assembling and mailing this Proxy Statement and
the cost of further solicitation hereinafter referred to are to be borne by the
Company. Solicitations may further be made by directors, officers and regular
employees of the Company without additional compensation, by use of the mails,
telephone, telegraph or by personal interview. The Company may retain outside
agents to assist in the solicitation of proxies, at a cost not anticipated to
exceed $5,000 plus expenses. Brokerage houses and other nominees of record
will be requested to forward all proxy solicitation material to the beneficial
owners, and their expenses in such regard will also be paid by the Company.
All proxies are being solicited by mail in the accompanying form, but further
solicitation following the original mailing may be made by Board
representatives or agents by telephone, telegraph or personal contact with
certain shareholders.
<PAGE> 5

Execution of the enclosed proxy will not affect a shareholder's rights
to attend the meeting or vote in person. A shareholder giving a proxy may
revoke it at any time before exercise, by either notifying the Secretary of the
Company of its revocation, submitting a substitute proxy dated subsequent to
the initial one or attending the Shareholders' Meeting and voting in person.
All properly executed proxy cards delivered pursuant to this solicitation and
not revoked will be voted at the Shareholders' Meeting in accordance with the
directions given. If no specific instructions are given with regard to the
matter to be voted upon, the shares represented by a signed proxy card will be
voted FOR the proposed increase in the number of the Company's authorized
common shares from 2,500,000 to 100,000,000, each of which shall have a par
value of $.001, FOR the proposed increase in the number of the Company's
authorized preferred shares from 1,250,000 to 25,000,000, each of which shall
have a par value of $.001, FOR the proposed name change from "EVRO Corporation"
to "Diversified Broadcasting Company, Inc.," FOR the election of the nominees
listed below under the caption "Election of Directors", FOR the purchase of
fractional shares resulting from the one for twenty reverse stock split of the
Company's capital stock effective January 26, 1995 at the market price on the
date of the Shareholders' Meeting, and, if any other matters properly come
before the Shareholders Meeting, the persons named as Proxies will vote upon
such matters according to their best judgment.

A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF
THE BOARD TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE.

A copy of the Company's Annual Report on Form 10K-SB/A for the Year
Ended December 31, 1994 and the Company's Quarterly Report on Form 10Q-SB/A for
the Nine Months Ended September 30, 1995, which include the Company's financial
statements for the fiscal year ended December 31, 1994, and the nine month
period ended September 30, 1995, respectively, are being mailed to you with
this Proxy Statement.

DEADLINES FOR SHAREHOLDERS' PROPOSALS TO BE INCLUDED IN THE NEXT PROXY
STATEMENT

Any proposals that one or more shareholders of the Company wish to
submit for shareholder action at the next annual meeting of shareholders must
be received by the Secretary of the Company within a reasonable period of time
before the solicitation is made.

[Balance of page intentionally left blank]

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<PAGE> 6

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only those shareholders of record at the close of business on January
31, 1996 will be entitled to vote at the Shareholders' Meeting. The Company
currently has four classes of stock entitled to vote (collectively, the "Voting
Stock"): common stock, Series E Convertible Preferred Stock ("Series E
Preferred"), Series F Convertible Preferred Stock ("Series F Preferred") and
Series M Convertible Preferred Stock ("Series M Preferred"). The following
table sets forth the number of outstanding shares in each class and the number
of votes to which each class is entitled.

<TABLE>
<CAPTION>
Class of Stock Number of Shares Number of Votes Per
Outstanding Class
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common 2,497,957 2,497,957
---------------------------------------------------------------------------------------------------------
Series E Preferred 30,000 30,000
---------------------------------------------------------------------------------------------------------
Series F Preferred 1,324.449 1,324.449
---------------------------------------------------------------------------------------------------------
Series M Preferred 40,000 400,000
=========================================================================================================
</TABLE>

[Balance of page intentionally left blank]

3
<PAGE> 7

To the Company's knowledge, the following table sets forth information
as of December 31, 1995 with respect to the beneficial ownership of the
Company's Voting Stock by each person who is known by the Company to
beneficially own more than 5% of any class of the Voting Stock, by each
director and by all directors and executive officers as a group. The table
also sets forth the number of shares of common stock that will be owned by such
persons or group if the Company's Shareholders approve of the increase in the
authorized shares of the Company's common stock to 100,000,000 shares, as more
fully discussed in this Proxy Statement.

COMMON SHARES

<TABLE>
<CAPTION>
After Increase in Authorized
Present Holdings Shares of Common Stock(1)
---------------- ----------------------
Title Percent Percent
Class Name and Address Amount of Class Amount of Class
----- ---------------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C>
Common Thomas L. Jensen 525,018.80(2) 21.02% 15,633,038(3) 41.86%
(Chief Executive Officer, Chairman
of the Board and Director)
1601 Riverview Tower
Knoxville, TN 37902

Common Daniel M. Boyar(4) 0 0% 1,999,900 5.35%
3101 S.W. 34th Avenue #905-427
Ocala, FL 34474

Common Stephen H. Cohen 525,018.80 21.02% 15,918,697 42.62%
(Secretary and Director)(5)
90 Presidential Plaza
Syracuse, NY 13202

Common D. Jerry Diamond (Director) 21,738.85 *(6) 896,756 2.40%
1509 S. Florida Avenue
Suite 3
Lakeland, FL 33803

Common Donald R. Mastropietro (Director) 5,473.85 *(6) 5,473 *(6)
1509 S. Florida Ave., Ste. 3
Lakeland, FL 33803

Common Christopher P. Dona (Vice President)(7) 525,018.80 21.02% 15,633,038 41.86%
523 Douglas Avenue
Altamonte Springs, FL 32714

Common O. Don Lauher 525,018.80 21.02% 15,633,038 41.86%
(Treasurer and Chief Financial Officer)(8)
523 Douglas Avenue
Altamonte Springs, FL 32714

Common The Stellar Companies, Inc. 0 0% 15,633,038 41.86%
c/o EVRO Corporation
523 Douglas Avenue
Altamonte Springs, FL 32714
</TABLE>

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<PAGE> 8

<TABLE>
<CAPTION>
After Increase in Authorized
Present Holdings Shares of Common Stock
---------------- ----------------------
Title Percent Percent
Class Name and Address Amount of Class Amount of Class
----- ---------------- ------ -------- ------ --------
<S> <C> <C> <C> <C>
Common American Clinical Labs, Inc. 525,018.80 21.02% 875,018 2.34%
1509 S. Florida Ave., Suite 3
Lakeland, FL 33803

Common All Executive Officers and Directors as a 552,231.50 22.11% 16,820,926 45.04%
Group (6 Persons)

PREFERRED SHARES
Series E Boyar Holdings, Inc. 19,999 66.66% n/a n/a
Preferred 3101 S.W. 34th Avenue #905-427
Ocala, Fl 34474

Series E Blackhawk Financial Group, Inc. 4,000 13.33% n/a n/a
Preferred 1211 Tech Boulevard, Ste. 101
Tampa, FL 33619

Series E American Clinical Labs, Inc. 3,500 11.67% n/a n/a
Preferred 1509 S. Florida Ave., Ste. 3
Lakeland, FL 33803
Series F The Stellar Companies, Inc. 1,280 96.64% n/a n/a
Preferred c/o EVRO Corporation
523 Douglas Avenue
Altamonte Springs, FL 32714

Series M Daniel M. Boyar 15,000 37.50% n/a n/a
Preferred 3101 S.W. 34th Avenue # 905-427
Ocala, Florida 34474

Series M Scolaro, Shulman, Cohen, Lawler & 25,000 62.50% n/a n/a
Preferred Burstein, P.C.
90 Presidential Plaza
Syracuse, New York 13202
</TABLE>

(1)The various assumptions made to determine the number of shares of
common stock that will be issued by the Company upon an increase in its
authorized shares of common stock are set forth on Schedule A to this Proxy
Statement.

(2)Includes 525,018.8 shares owned by American Clinical Labs, Inc.
("ACL"). ACL provided Stellar, a corporation which Mr. Jensen serves as an
officer and director, an irrevocable proxy to vote the shares of ACL until the
shares owned by ACL represent less than 5% of the Company's issued and
outstanding shares of common stock. Upon the approval of the increase in the
Company's authorized shares of common stock, the proxy shall expire.

(3)Includes 12,800,000 shares that The Stellar Companies, Inc.,
("Stellar") can receive upon the conversion of its shares of Series F Preferred
Stock; and 2,833,038 shares of common stock to be received by Stellar upon the
Company's increase in its authorized shares of common stock, representing the
balance of the shares that the Company is obligated to issue to Stellar
pursuant to the terms of the agreement, dated March 14, 1995, between the
Company and Stellar, whereby the Company acquired 98.35% of the shares of the
common stock of The Sports and Shopping Network, Inc. (collectively, the
"Stellar Shares").

(4)Includes 2,277,300 shares of common stock of the Company which can
be issued to Boyar Holdings, Inc. ("BHI"), an entity wholly owned by Mr. Boyar,
upon BHI converting the 22,773 shares of Series E Stock Preferred Stock that it
owns. Also includes 150,000 shares of the Company's common stock issuable to
Mr. Boyar, upon his conversion of the 15,000 shares of Series M Preferred Stock
that Mr. Boyar owns.

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<PAGE> 9

(5)Mr. Cohen is a director of Stellar and is attributed with the
ownership of the shares that Stellar has voting control over and any shares
directly or indirectly owned by Stellar and, accordingly, is attributed with
the voting power of the Stellar Shares. Additionally, Mr. Cohen holds sole
investment power over the 125,000 shares of The Sports & Shopping Network,
Inc., ("TSSN") currently held by the SSCL&B Employees Deferred Savings and
Profit Sharing Plan and Trust, FBO Stephen H. Cohen (the "SSCL&B Profit Sharing
Plan"). Upon the Company increasing its authorized shares of common stock and
subsequent offer to acquire the remaining 1.65% of TSSN's issued and
outstanding common stock, the 125,000 shares of TSSN owned by the SSCL&B Profit
Sharing Plan will be exchanged for 35,659 shares of the Company's common stock.
Also includes 250,000 shares of the Company's common stock issuable to Scolaro,
Shulman, Cohen, Lawler & Burstein, P.C. ("Scolaro Shulman"), a law firm of
which Mr. Cohen is a shareholder, upon the conversion of the 25,000 shares of
Series M Preferred Stock that Scolaro Shulman owns.

(6)Less than 1%.

(7)Mr. Dona is a director of Stellar and is attributed with the
ownership of the shares that Stellar has voting control over and any shares
directly or indirectly owned by Stellar.

(8)Mr. Lauher is a director of Stellar and is attributed with the
ownership of the shares that Stellar has voting control over and shares
directly or indirectly owned by Stellar.

[Balance of page intentionally left blank]

6
<PAGE> 10

ELECTION OF BOARD OF DIRECTORS

The By-Laws of the Company provide that its Board of Directors shall
consist of not less than three members and not more than seven members, as may
be fixed from time to time by action of the Board of Directors or of the
shareholders. The Board is currently comprised of four members. All four
members of the Board of Directors will be elected at the 1996 Special Meeting.
The Board has no separate standing committees.

Unless authority is withheld as to the Board designated nominees, the
shares represented by Board of Directors proxies properly executed and timely
received will be voted for the election as Director of the persons who are
presently serving as Directors of the Company, as indicated below. If any such
nominee ceases to be a candidate for election for any reason, the proxy will be
voted for a substitute candidate designated by the Board of Directors. The
Board has no reason to believe the nominees will be unavailable to serve if
elected. Board members owning shares of common stock intend to either be
present and vote their shares in favor of the nominees listed below or give
their proxy in support of such nominees. The current directors listed below,
if elected, will serve a one year term, expiring on the date of the annual
meeting of shareholders in 1997. Certain information with respect to each
nominee, as well as the Company's executive officers, is hereafter set forth:

<TABLE>
<CAPTION>
NAME POSITION AGE
---- -------- ---
<S> <C> <C>
Thomas L. Jensen Chief Executive Officer, Chairman
of the Board and Director 60

Stephen H. Cohen Secretary and Director 50

D. Jerry Diamond Director 56

Donald R. Mastropietro Director 47

Christopher P. Dona Vice President 44

O. Don Lauher Treasurer and Chief
Financial Officer 53
</TABLE>

THOMAS L. JENSEN was elected Chairman of the Board and Director of the
Company on March 14, 1995 and has served as the Company's Chief Executive
Officer from October 3, 1995. Mr. Jensen is also Chairman of the Board, Chief
Executive Officer and President of The Stellar Companies, Inc. ("Stellar"), in
which capacities he has served since November 1992. Mr. Jensen is also
President

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<PAGE> 11

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.)

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.

STEPHEN H. COHEN was elected Secretary of the Company 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. ("Scolaro
Shulman"). 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 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. Mr. Cohen is also the Secretary and a director of Stellar, in which
capacity he has served since November, 1992.

D. JERRY DIAMOND was elected as Director of the Company on October 19,
1992. He served as Chairman of the Board, President and Chief Executive
Officer of the Company 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. ("ACL"). 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. Mr. Diamond is currently the Chairman of the Board of

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<PAGE> 12

Directors, Director, Chief Executive Officer and President of Technology
Holdings, Inc. ("THI"), a Florida corporation and wholly owned subsidiary of
the Company.

DONALD R. MASTROPIETRO was appointed as a Director of the Company in
October, 1995. Mr. Mastropietro served as Vice President-Finance, Chief
Financial Officer, Assistant Treasurer and Assistant Secretary of the Company
from February 22, 1993 through March 14, 1995, at which time Mr. Mastropietro
resigned his positions with the Company. Mr. Mastropietro is currently Vice
President-Finance and Chief Financial Officer of THI. Prior to his affiliation
with the Company and THI, Mr. Mastropietro served as Secretary, Treasurer and
Vice President-Finance and Administration of Teltronics, Inc., ("Teltronics"),
during the period from November 1988 to December 31, 1992. Teltronics is
engaged in the manufacture and sale of telecommunication equipment. From
August 24, 1991 until December 31, 1992, Mr. Mastropietro also served as Vice
President-Finance and Administration, Secretary, Treasurer and as a member of
the board of directors of Comcentral Corp., a corporation engaged in the long
distance telecommunication business.

CHRISTOPHER P. DONA was elected as Vice President of the Company on
March 14, 1995. Mr. Dona is also Executive Vice President, Chief Operating
Officer and Director of Stellar, in which capacities he has served since
January 1993. Prior to joining Stellar 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 with Hasbro, Inc. 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.
Bausch and Lomb, Inc. is a multinational company, with operations 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 the
Company on March 14, 1995. Mr. Lauher is also Chief Financial Officer and
Treasurer of Stellar, 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 compliance, MIS, construction financing, insurance and administrative
functions, prepared short and long-range financial models for all phases of the
company's

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<PAGE> 13

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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH MANAGEMENT AND OTHERS

During 1995, Scolaro Shulman provided legal services to the Company
totalling approximately $250,000. The Company agreed to issue to Scolaro
Shulman 25,000 shares of the Company's Series M Convertible Preferred Stock
("Series M Preferred") as security for the payment of such fees. Each share of
Series M Preferred is convertible into 10 shares of the Company's common stock
and has voting rights equal to 10 shares of the Company's common stock. At any
time after the Company increases its authorized shares of common stock, Scolaro
Shulman may "put" its shares of Series M Preferred to the Company at a price of
$10.00 per share. If the Company is unable or unwilling to fulfill its
obligations under the "put", Scolaro Shulman shall have the right to retain all
25,000 shares of its Series M Preferred and shall further be entitled to
receive all legal fees due and owing from the Company or any of its
subsidiaries. Stephen H. Cohen, who is both the Company's secretary and a
director, is a partner with Scolaro Shulman. While the Board believes that the
agreement reached with Scolaro Shulman is fair to the Company, there can be no
assurance that the agreement is as favorable to the Company as one that might
have been negotiated in an arms-length transaction.

In March 1995, the Company acquired 98.35% of the shares of the common
capital stock of The Sports & Shopping Network, Inc., a Florida corporation
("TSSN"), from Stellar in exchange for the Company's agreement to issue shares
of its common stock. The agreement between the Company and Stellar has been
subsequently amended and is discussed more fully elsewhere in this Proxy
Statement. See "INCREASE OF AUTHORIZED SHARES OF COMMON STOCK."

As of September 30, 1995, Stellar was owed $769,000 by TSSN for
amounts advanced to the Company or its subsidiaries, by Stellar, or for amounts
owed to Stellar under the management agreement between TSSN and Stellar
(discussed below), which amounts do not bear interest.

TSSN has an agreement with Stellar to perform managerial and
administrative services, the terms and conditions of which are more fully
discussed elsewhere in this Proxy Statement. See "COMPENSATION OF DIRECTORS
AND EXECUTIVE OFFICERS--Management Agreement with Stellar".

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<PAGE> 14

TSSN also accrued an interest expense of $81,000 during 1994, payable
to Stellar, on the outstanding indebtedness evidenced by a promissory note
dated December 31, 1993, in the amount of $1,258,000. TSSN satisfied the
principal and accrued interest on the indebtedness between TSSN and Stellar, on
November 30, 1994, by issuing 1,729,908 shares of TSSN's common stock to
Stellar. TSSN also issued 2,018,226 shares of its common stock to Stellar in
satisfaction of additional advances made to TSSN by Stellar in the amount of
$404,000.

The Company entered into an Employment Agreement with Daniel M. Boyar
on March 15, 1995, pursuant to which Mr. Boyar was retained as Chief Executive
Officer of the Company at an annual salary of $180,000. Mr. Boyar resigned as
an officer and director of the Company, effective October 3, 1995, at which
time the Company entered into an agreement retaining Mr. Boyar as Special
Counsel to Company at an annual compensation of $180,000. The Company also
issued Mr. Boyar 15,000 shares of its Series M Preferred for services
rendered. See "AMENDMENTS TO COMPANY'S ARTICLES OF INCORPORATION--Description
of Securities", for a more detailed description of the rights and preferences
of the Company's shares of Series M Preferred.

In May 1994, the Company was billed approximately $77,000 by ACL for
legal and consulting services incurred by ACL on behalf of the Company. During
1994, the Company issued 33,328 shares of the Company's common stock in
exchange of preferred stock (13,278) and for services rendered (20,050).

In June 1994, the Company converted ACL's 48,920 preferred shares of
the Company to common stock of the Company on a one for one basis. Also in
June 1994, the Company's Board of Directors determined and approved the
purchase of two Lintronics' dealerships from ACL in exchange for 5,500 shares
of the Company'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 the Company. In January and February 1994, ACL repaid
the Company $214,000 for amounts due the Company at December 31, 1993. In
three separate transactions during 1994, ACL sold a total of 205,676 shares of
its the Company common stock, and loaned the proceeds totaling approximately
$1,821,000 to the Company. In May, June and December 1994, the Company repaid
ACL with the issuance of 92,438, 11,852 and 101,386 shares of the Company's
common stock, respectively. During the fourth quarter of 1994, ACL loaned the
Company approximately $192,000 for working capital purposes, of which $50,000
was repaid. At December 31, 1994, the Company owed ACL approximately $142,000.
During the first quarter of 1995, ACL advanced an additional approximate
$110,000.

SECTION 16 REPORTS

The requirements imposed by Section 16(a) of the Securities Exchange
Act of 1934, as amended, provide that the Company's Officers and Directors, and
persons who own more than ten percent of the Company's common stock, file
initial statements of beneficial ownership (Form 3), and statements of

11
<PAGE> 15

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 the Company with copies
of all such forms they file. Based solely on its review of the copies of such
forms received, the Company believes that during its fiscal year ended December
31, 1995, all of its officers, directors and greater than ten percent
beneficial owners filed all of the above referenced forms on a timely basis,
other than six reports, three reports filed late by ACL; one report filed late
by Stellar; and two reports filed late by former directors.

ATTENDANCE OF SEATED DIRECTORS AT 1995 DIRECTOR MEETINGS

During the Company's fiscal year ended December 31, 1995, the Board
held 18 meetings. Of the current directors, all attended at least 75% of those
meetings. The Board held no separate committee meetings during 1995.

[Balance of page intentionally left blank]

12
<PAGE> 16

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

CASH COMPENSATION

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
-------------------------------- ---------------------- -------
Restricted
Name and Other Annual Stock LTIP All Other
Principal Salary Bonus Compensation Award(s) Options/ Payouts Compensation
Position Year $ $ $ $ SAR's (#) $ $
-------- ---- -------- ------ ------------- --------- --------- ------- ------------
<S> <C> <C> <C> <C>
D. Jerry
Diamond, 1995 -0- 0
Chief 1994 135,000 0
Executive 1993 180,000(1) 5,638
Officer

Daniel M.
Boyar, 94,500
Chief 1995 97,500(2)
Executive
Officer

Thomas
L. Jensen
Chief
Executive
Officer

______________
</TABLE>

(1)Included in this amount earned in 1993 is $90,000 for which payment
was deferred to 1994.

(2)Salary accrued for the six and one-half month period Mr. Boyar
served as Chief Executive Officer, none of which has been paid. Such amount
will be paid as the Company has available cash flow. Mr. Boyar was subsequently
retained as special counsel. (See "Certain Relationships and Related
Transactions of Management and Others." The amount paid to Mr. Boyar as a
bonus was paid by the Company's issuance to Mr. Boyar of 15,000 shares of the
Company's Series M Preferred.

13
<PAGE> 17

The Company may adopt additional compensation programs at a later date
suitable for its executive personnel. The Company is unable to predict at this
time the format or manner of compensation to be included in any such program.

MANAGEMENT AGREEMENT WITH STELLAR

Stellar provides management, financial, administrative and marketing
services to TSSN pursuant to the terms and conditions of a Management and
Services Agreement wherein Stellar is obligated to provide to TSSN personnel,
supplies, equipment, administrative and accounting services, management
expertise, and other resources. During the nine months ended September 30,
1995, and 1994, Stellar billed TSSN $570,000 and $862,500, respectively, for
such management and accounting services preformed on the Company's behalf.
Stellar charged TSSN based upon estimated time and charges incurred by Stellar
on the Company's behalf. Management asserts that the fees charged to the
Company approximate the costs that would have been incurred by TSSN if it had
operated on a stand alone basis.

INCREASE IN AUTHORIZED SHARES OF COMMON AND PREFERRED STOCK

The Board has approved an amendment to the Company's Articles of
Incorporation pursuant to which the aggregated number of shares of common stock
that the Company has authority to issue would be increased from 2,500,000 to
100,000,000, with a par value of $.001 per share, and the aggregate number of
authorized shares of preferred stock would be increased from 1,250,000 to
25,000,000, with a par value of $.001 per share. If the proposed amendment is
approved by the Shareholders, the additional authorized shares could be issued
at the Board's discretion, for any proper purpose, without further approval
from the Shareholders, other than as may be required by applicable law. The
Board believes that the proposed increase in the number of authorized shares of
common and preferred stock will give the Company added flexibility to act in
the future with respect to financing programs, acquisitions and other corporate
purposes without delay and expense of stockholder action each time an
opportunity requiring the issuance of shares may arise.

ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.

The primary reason for the proposed increase in the number of
authorized shares of common stock is to enable the Company to consummate the
acquisition of TSSN. 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, the Company purchased the TSSN Option from BHI, pursuant to the terms of
the Assignment of Option Agreement by and between BHI and the Company. As
consideration for the transfer of the TSSN Option, the Company issued to BHI
30,000 shares of the Company's Series E Preferred Stock which is convertible
into 3,000,000 shares of the Company's common stock after the anticipated
increase in the Company's authorized shares of common stock is made effective.
A summary of the rights and preferences of the Series E Preferred is set for
elsewhere in this Proxy Statement (See "AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION--Description of Securities").

14
<PAGE> 18

On March 14, 1995, the Company 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 the Company's agreement to issue 16,759,038 shares of
its common stock to Stellar (the "TSSN Acquisition"). As the Company only had
2,500,000 shares of common stock authorized at the time of the exercise of the
TSSN Option, the Company and certain of its shareholders agreed to use their
best efforts to cause the Company's authorized common stock to be increased as
soon as was practicable. Pending such increase in the Company's authorized
common stock, the Company issued Stellar 500,000 shares of its authorized but
then unissued shares of common stock. Once the Company increased the number of
shares of its authorized common stock, the Company was required to issue
16,259,038 (16,759,038 - 500,000) shares of its common stock to Stellar,
representing the balance of the shares of the Company's common stock that the
Company was obligated to issue to Stellar under the purchase agreement.
Pursuant to the agreement between the Company and Stellar, the Company 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 the Company's common stock.

In conjunction with the TSSN acquisition, ACL, which then held 587,219
shares of the Company'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 the
Company, but only in ACL's capacity as the owner of record of, and to vote the
shares of the common stock of the Company 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 of
the Company's issued and outstanding shares of common stock.

The Company formed a wholly owned subsidiary, THI, which now owns all
of the assets that were owned by the Company prior to the TSSN acquisition.
Pursuant to such acquisition, the holders of record of the Company's common
stock as of March 27, 1995, will be issued a stock dividend consisting of the
Company's Series D Convertible Preferred Stock ("Series D Preferred"). The
Company has the right, but not the obligation, to redeem the Series D Preferred
in exchange for all of THI's issued and outstanding capital stock. A summary
of the rights and preferences of the Series D Preferred is set for elsewhere in
this Proxy Statement (See "AMENDMENTS TO THE COMPANY'S ARTICLES OF
INCORPORATION-- Description of Securities").

The creation of THI and the authorization and issuance of the
Company's Series D Preferred was done for the purpose of preserving the value
of the Company's then existing assets for the holders of the Company's common
stock at the time of the TSSN acquisition. Due to the significant difference
in the historical business of the Company and that of TSSN, the Company
insisted on the creation of THI as a condition of the TSSN acquisition. The
Company agreed to contribute $455,000 to THI from the proceeds that the Company
would receive from the Company's then contemplated private debt or equity
offerings, which obligation has been satisfied by the Company. Upon the
completion of the Company's current financing activities, it is the Company's
intention to redeem its Series D Preferred in exchange for all of THI's issued
and outstanding common stock.

15
<PAGE> 19

The TSSN Acquisition agreement also provided that THI would be
entitled to receive, on an annual basis, that number of shares of the Company'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" was defined to
mean the amount set forth on the consolidated balance sheet of THI as total
assets, including, without limitation, the current assets, property and
equipment (net of accumulated depreciation), investments and other assets (net
of accumulated amortization and adjustments). The phrase "average total
assets" was defined to mean the sum of 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 ratably earns the
Special Shares over each applicable twelve month period. THI's entitlement to
the Special Shares shall cease upon the Company's redemption of its Series D
Preferred.

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 the Company'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 TSSN Acquisition agreement related to the
obligation of the Company to issue Special Shares. The following illustration
presumes that the Company has not redeemed its Series D Preferred prior to
March 13, 1996, as such event terminates the obligation of the Company 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
the Company 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 the Company's common stock as of
the end of the month preceding Stellar's exercise of its option.
Assuming that the bid price of the Company's common stock on March 14,
1996, is equal to the bid price of the Company'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 the Company redeems the Series D Preferred by
issuing shares of THI to the holders thereof, the common shareholders of the
Company who do not also own shares of the Series D Preferred will be diluted,
as the Company 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

16
<PAGE> 20

price of the shares of the Company'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 the Company's common stock on
March 31, 1996, was $3.75 and the "ask" price $4.00. Applying the
formula set forth above, if Stellar 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 the
Company's common stock). Stellar would receive a benefit unavailable
to other shareholders of the Company as it would be able to acquire
shares of the common stock of the Company at a substantial discount to
the "ask" price of the shares of the Company; 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 has not been redeemed by June 30, 1997, the
holders thereof shall be entitled to receive a special dividend of shares of
the Company'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 remains outstanding, additional stock dividends shall be payable by
the Company to the holders of the Series D Preferred, beginning July 1, 1998,
and continuing each July 1st thereafter until the Company has redeemed its
Series D Preferred, 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 the Company has been accounted for as a reverse purchase acquisition
under which TSSN and the Company will be recapitalized to include the
historical financial information of TSSN and the assets and liabilities of the
Company revalued to reflect the market value of the Company's outstanding
shares.

There have been subsequent amendments to the TSSN Acquisition
agreement, the first of which occurred on April 19, 1995, when Stellar agreed
to return the 500,000 shares of restricted common stock previously issued to
Stellar at the closing of the Company's purchase of TSSN. The Company asked
Stellar to amend the TSSN Acquisition agreement in order to make the 500,000
shares of common stock available to the Company for issuance by the Company
pursuant to its 1995 Employee Stock Compensation Plan. Stellar agreed to
return the 500,000 shares of common stock to the Company in exchange for the
Company's agreement to increase, by 1,000,000 shares, the number of shares of
the Company's common stock that the Company would issue to Stellar at such time
as the Company increased its authorized shares of common stock. Consequently,
the number of shares that the Company was obligated to issue to Stellar for the
shares of TSSN increased from 16,759,038 to 17,759,038.

In addition, the April 19, 1995 amendment to the TSSN Acquisition
agreement required the Company to issue to Stellar 500 shares of its Series F
Preferred. Each share of Series F Preferred entitles the holder thereof with
the right to cast 1,000 votes on any matter requiring the approval of common
shareholders. In the event that the Company issued additional voting
securities prior to the time that the Company had increased the number of
shares of its authorized shares of common stock, the Company agreed to issue
additional shares of its Series F Preferred to Stellar in an amount equal

17
<PAGE> 21

in voting rights with any subsequent voting shares of common or preferred stock
issued by the Company. For example, if the Company issued 300,000 shares of
its common stock, the Company would be required to issue 300 shares of its
Series F Preferred to Stellar.

The shares of the Company's Series F Preferred are convertible, at the
option of Stellar, into shares of the Company's restricted common stock, on a 1
for 10,000 basis, following an increase in the number of the Company's
authorized shares of common stock. Any common stock issued to Stellar as a
result of its conversion of Series F Preferred into the Company's common stock
reduces the Company's obligation to issue the 17,759,038 shares of restricted
common stock that the Company is obligated to issue Stellar. As of December
31, 1995, Stellar held 1,280 shares of Series F Preferred.

On October 6, 1995, the TSSN Acquisition agreement was further amended
to provide that Stellar would, upon the conversion by Stellar of its shares of
Series F Preferred, return 2,126,000 shares of the 17,759,038 shares of common
stock to be received by Stellar upon the Company increasing its shares of
authorized common stock. Additionally, Stellar agreed to deliver 9,000,000
shares of the common stock to be issued to Stellar upon its conversion of the
Series F Preferred to the law firm of Scolaro Shulman, who agreed to hold the
shares in escrow, and would release the 9,000,000 shares, on a pro rata basis,
upon the Company and its sports and shopping-related subsidiaries achieving net
earnings of $5,000,000. Any and all shares held in escrow which are not issued
by the escrow agent to Stellar on or before December 31, 2000, are to be
returned to the Company. Stellar suggested that the TSSN Acquisition agreement
be amended to reduce the number of shares that Stellar would receive under the
TSSN Acquisition agreement (2,126,000) and to subject an additional 9,000,000
shares to a risk of forfeiture if the Company's earnings did not meet certain
benchmarks, in order to facilitate the Company's capital raising efforts.

The acquisition of TSSN resulted in no immediate tax consequences to
the Company, except that it is likely that the Company will lose a portion of
the tax benefits that it might otherwise have realized from its net operating
losses due to the fact that, as a result of the TSSN Acquisition an ownership
change will occur, as such term is defined for federal income tax purposes,
thereby limiting the Company's ability to utilize its net operating loss
carryforwards.

Although the Company's common stock trades on the National Association
of Securities Dealers, Inc. ("Nasdaq") system, neither the stock of TSSN nor
any classes of the Company's preferred stock trade publicly. On March 13,
1995, the Company's common stock sold at a high of $1.50 and a low of $1.31.

ACQUISITION OF CHANNEL AMERICA TELEVISION NETWORK, INC.

A secondary reason for the proposed increase in the number of
authorized shares of common stock is to enable the Company to consummate the
acquisition of Channel America Television Network, Inc. ("Channel America"), a
Delaware corporation based in Darien, Connecticut. The acquisition

18
<PAGE> 22

agreements between the Company and Channel America, initially signed on July
13, 1995, amended on September 18, 1995, October 10, 1995, October 26, 1995,
and January 13, 1996, provide that the Company will, in a two-step transaction,
acquire 100% of the issued and outstanding shares of the capital stock of
Channel America. The Company completed the first step of the transaction on
October 10, 1995, when, in exchange for $1,000,000, the Company acquired
27,500,000 shares of the common stock of Channel America, which will represent
at least 51% of the issued and outstanding shares of Channel America's voting
stock, after giving effect to the anticipated issuance of additional shares of
Channel America's common stock to its creditors pursuant to the anticipated
conversion of Channel America's indebtedness described below. Of the
$1,000,000 purchase price, $300,000 has been paid as of December 31, 1995,
$300,000 is due and payable on January 19, 1996, and the balance, $400,000, was
paid by the Company's delivery of its promissory note, bearing interest at
eight percent per annum, the principal and accrued interest of which is payable
on March 31, 1996. In the event that the Company defaults in the payment of
any portion of the purchase price, the percentage of Channel America's shares
acquired by the Company will be reduced pro rata with respect to the percentage
of the purchase price actually paid. For accounting purposes, the Company's
acquisition of the 51% interest in Channel America was recorded as of October
1, 1995.

The second step of the Channel America acquisition, wherein the
Company has agreed to issue 48,000 shares of its Series H Convertible Preferred
Stock (the "Series H Preferred"), convertible into 3,000,000 shares of the
Company's common stock, as consideration for the remaining 49% of the shares of
Channel America's common stock held by persons other than the Company, will be
closed once an aggregate of 90% of the note holders of Channel America and
holders of preferred stock, representing a total of $7,768,533 of debt and
equity, agree to convert their debt or preferred stock, as applicable, into
shares of Channel America's common stock. The Series H Preferred has been
issued to an escrow agent, and will be held in escrow, pending: (a) the Company
increasing the number of its authorized shares of common stock; (b) the Company
filing a registration statement with the Securities and Exchange Commission,
registering the shares of common stock underlying the Series H Preferred; and
(c) the agreement being approved by the shareholders of Channel America. If
the second step of the agreement is not closed by December 31, 1995, it may be
cancelled by either party. The parties are currently negotiating to extend the
December 31, 1995, deadline. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION -- Purchase of Channel America Television Network."

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<PAGE> 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL OVERVIEW

TSSN ACQUISITION

On March 14, 1995, the Company acquired 98.35% of the issued and
outstanding common shares of TSSN from Stellar. In connection with the
acquisition of the controlling interest in TSSN, the Company agreed to issue
16,759,038 shares of its common stock to Stellar, which, when issued, will
represent 77.09% of the outstanding shares of the Company's common stock,
calculated on a fully diluted basis as determined as of the date of
acquisition. For financial reporting purposes, the Company's acquisition of
TSSN is accounted for as a "reverse purchase acquisition". Under "reverse
purchase accounting" rules, the financial statements of the Company after the
acquisition of TSSN are presented as if TSSN acquired the assets of the
Company. The financial statements of the Company are restated with the
historical financial information of TSSN and the assets and liabilities of the
Company prior to the TSSN acquisition are, after the TSSN acquisition, revalued
and deemed to have a value equal to the market value of the Company's
outstanding shares at the time of the TSSN acquisition. The market value of
the Company's outstanding shares on the date of the TSSN acquisition,
$4,084,153, was determined by averaging the month end trading range of the
Company's common stock for the three months, December 1994, January 1995 and
February, 1995. The transactional costs associated with the TSSN acquisition
aggregated $305,000, including a finders fee of $150,000 and legal costs of
$155,000. The carrying value of the tangible assets owned by the Company prior
to the TSSN acquisition reflect their approximate fair market value. The
difference ($3,309,000) between the market value of the Company's outstanding
shares on the date the Company acquired TSSN ($4,084,153) and the fair market
value of the net tangible assets of the Company prior to the TSSN acquisition
was allocated to goodwill, which is being amortized on a straight line basis
over 15 years, the estimated life of the membership list of the Company's
recreational vehicle ranches. No value has been assigned to the 1.35% interest
held by the minority shareholders of TSSN, as the book value of the net assets
of TSSN was negative as of September 30, 1995.

As the TSSN acquisition occurred in the middle of the month, March 14,
1995, the accounts of the Company have been consolidated with the accounts of
TSSN as of February 28, 1995, a date that lies within the date on which the
transaction was initiated and the date of closing. The purchase price of the
TSSN acquisition and the net income for the period from February 28, 1995 to
March 14, 1995 were reduced by imputed interest of $17,903 using a 10% annual
rate of interest. The historical financial statements prior to February 28,
1995 included herein, are those of TSSN.

The calculations of loss per share for the three months and nine
months ended September 30, 1995 were based on the weighted average number of
shares as follows: (a) for the period January 1, 1995 through March 14, 1995,
the number of the Company's common shares to be issued to Stellar (500,000
shares); and (b) for the period from March 14, 1995 through September 30, 1995,
the actual number of the Company's shares outstanding. For the three months
and nine months ended September 30, 1994, the weighted average number of shares
for each period was based on the number of the

20
<PAGE> 24

Company's common shares to be issued to Stellar (500,000 shares) adjusted for
the effect of a November 30, 1994 change in the number of issued shares of TSSN
held by Stellar.

OVERVIEW OF THE COMPANY PRIOR TO THE TSSN ACQUISITION

In anticipation of the closing of the TSSN acquisition, the Company
formed a wholly owned subsidiary, THI, and the Company contributed to THI all
of the assets that were owned by the Company prior to the TSSN acquisition.
Pursuant to the agreement between the Company and Stellar setting forth the
terms of the TSSN acquisition (the "TSSN Acquisition Agreement"), the holders
of record of the Company's common stock as of March 27, 1995, were issued a
stock dividend consisting of the Company's Series D Preferred, which have
limited voting rights. The Company has the right, but not the obligation, to
redeem the Series D Preferred in exchange for all of THI's issued and
outstanding capital stock.

The Company previously had two business segments, a health related
business segment and a recreational business segment. The Company operated the
health related business segment through the following subsidiary corporations:
Lintronics Technologies, Inc. ("Lintronics"), The Good Health Channel, Inc.
("Good Health"), Imaging Technologies, Inc. ("Imaging"), and EVRO Trading
Corporation ("EVRO Trading"). During the last quarter of the Company's 1994
fiscal year, the Company discontinued the business operations of its health
related business segment (other than winding-up activities), effective as of
December 31, 1994.

The Company's recreational business segment is comprised of the
ownership and operation of recreational vehicle ("RV") campground facilities
and the Company conducts such operations out of its subsidiaries, Treasure
Rockhound Ranches, Inc. ("Treasure Rockhound") and Tres Rivers, Inc. ("Tres
Rivers"). 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, primarily RV travelers, daily or long
term leases on improved campsites at its various ranch locations. In July
1994, the Company acquired a 46-acre recreational vehicle campground, Tres
Rivers. Tres Rivers' RV facilities can accommodate approximately 500 RVs.
Tres Rivers also offers tent camping, cabin rentals and meeting and
entertainment facilities.

PLAN OF OPERATION

TSSN and its subsidiaries are all considered to be in the development
stage as defined in Financial Accounting Standard No. 7. The Company is
engaged in the development of a television shopping network marketing its
products through satellite, television broadcast stations and cable networks.
The Company anticipates that it will initiate broadcasting of its shopping
programming in January 1995. Initially, the Company will market jewelry,
gemstones, non- sports collectibles and other general merchandise through The
Shopping Connection, Inc., a Florida corporation and a wholly owned subsidiary
of the Company ("TSC"). The marketing of sports memorabilia, apparel and
related merchandise will begin shortly thereafter.

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<PAGE> 25

In November 1994, TSSN initiated the sale of sports memorabilia on a
limited basis (6 to 21 hours per week) through a contractual arrangement with
ViaTV Network located in Knoxville, Tennessee. Initially the broadcast was
limited to satellite only homes; however, beginning in January 1995, TSSN sales
programming was broadcast over the Nostalgia Network for 6 hours per week.
While these sales activities confirmed, in management's opinion, the viability
of TSSN's programming, the operations were discontinued in late February 1995
until TSSN could independently obtain broadcasting capability and distribution
at more favorable economic costs.

CASH REQUIREMENTS. The Company is currently unable to meet its cash
requirements and will need approximately $5,750,000 to continue the execution
of the TSSN business plan through 1996 including (1) $2,500,000 to satisfy its
existing cash needs, including $1,110,000 for the repayment of existing bridge
loans (2) $965,000 for its anticipated cash needs in the next twelve months,
(3) $760,000 to complete the acquisition of WinSAT and Channel America, (4)
$500,000 for working capital to be utilized in the operations of Channel
America and (5) $275,000 for THI debt and operations. The Company plans to
obtain funds to satisfy its cash requirements from the issuance of its capital
stock or from issuance of its debt securities, however, the Company currently
has no commitments to receive either debt or equity financing and no assurance
can be given that the Company will be successful in obtaining additional equity
or debt funding.

EXPECTED PURCHASE OF EQUIPMENT FROM WINSAT. In furtherance of TSSN's
plans to acquire the ability to transmit its programming, the Company, on April
26, 1995, entered into an agreement to merge TSSN with America's Collectibles
Network, Inc. ("ACN"), which agreement was subsequently terminated due to ACN's
inability to obtain audited financial statements. Upon the termination of the
ACN agreement, the Company, again, in an effort to obtain the ability to
transmit its programming, on August 25, 1995, executed an agreement to merge
WinSAT Communication Corporation ("WinSAT"), a Florida corporation based in
Largo, Florida, into a wholly owned subsidiary of the Company, in exchange for
$60,000 cash and the requisite number of shares of the Company's preferred
stock to be designated which shall be convertible into 86,000 shares of the
Company's common stock on the date that the Company increases its authorized
shares of common stock. While the original agreement lapsed, on January 13,
1996, the Company executed a new agreement with WinSAT to purchase the assets
of WinSAT valued at $620,000 for (1) $30,000 in cash, (2) the requisite number
of shares of the Company's preferred stock to be designated which shall be
convertible into 230,000 shares of the Company's common stock on the date that
the Company increases its authorized shares of common stock, and (3) the
assumption of a note payable for $130,000. It is expected that the transaction
will be completed on or before January 31, 1996. The asset purchase agreement
is conditioned upon TSC entering into an employment agreement with Frankie S.
Winsett, President of WinSAT.

WinSAT owns four mobile satellite uplink facilities. The Company
entered into the asset purchase agreement with WinSAT primarily to obtain
WinSAT's uplink facilities and the services of Mr. Winsett who has experience
in satellite communications and broadcasting in the television industry. The
acquisition of the uplink facilities together with the employment agreement
with Mr. Winsett will provide the Company and TSC with the capability to
broadcast programming through the four mobile satellite uplink facilities.

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<PAGE> 26

PURCHASE OF CHANNEL AMERICA TELEVISION NETWORK. In furtherance of the
Company's business plan to provide for the distribution of TSSN's programming,
the Company and Channel America, entered into several agreements, more fully
discussed below, wherein the Company agreed to acquire the business operations
of Channel America. Channel America currently broadcasts its programming 24
hours per day through its television network. As of January 12, 1996, Channel
America had 72 affiliates with a potential reach of approximately 27.7 million
US households, including 7.3 million direct cable homes and 4.6 million
satellite homes. The mix of television stations comprising the Channel America
network includes 13 full power, 8 cable and 51 low power stations

Channel America supplies its programming from an uplink facility in
Los Angeles, California operated by IDB Communications. Channel America's
signal is received by its broadcast and cable affiliates, who then transmit it
to their respective viewers, however, viewers with satellite dishes can access
the network directly by turning to the proper satellite coordinates. Channel
America also holds licenses to operate four low-power television stations
currently not broadcasting.

Channel America has relied mainly on barter licensing, where it
exchanges air time for programming. Channel America maintains a program
library consisting of approximately 750 motion pictures and 400 television
programs. The Company intends to initially commence broadcasting the
programming of TSC, 6 hours per day, seven days per week on Channel America's
network. Thereafter, the Company anticipates expanding such programming to 12
hours per day, seven days per week.

The agreements between the Company and Channel America, initially
signed on July 13, 1995, amended on September 18, 1995, October 10, 1995,
October 26, 1995, and January 13, 1996, provide that the Company will, in a
two-step transaction, acquire 100% of the issued and outstanding shares of the
capital stock of Channel America. The Company completed the first step of the
transaction on October 10, 1995, when, in exchange for $1,000,000, the Company
acquired 27,500,000 shares of the common stock of Channel America, which will
represent at least 51% of the issued and outstanding shares of Channel
America's voting stock, after giving effect to the anticipated issuance of
additional shares of Channel America's common stock to its creditors pursuant
to the anticipated conversion of Channel America's indebtedness described
below. Of the $1,000,000 purchase price, $300,000 has been paid as of December
31, 1995, $300,000 is due and payable on January 19, 1996, as extended, and the
balance, $400,000, was paid by the Company's delivery of its promissory note,
bearing interest at eight percent per annum, the principal and accrued interest
of which is payable on March 31, 1996. In the event that the Company defaults
in the payment of any portion of the purchase price, the percentage of Channel
America's shares acquired by the Company will be reduced pro rata with respect
to the percentage of the purchase price actually paid. For accounting
purposes, the Company's acquisition of the 51% interest in Channel America was
recorded as of October 1, 1995.

The second step of the Channel America acquisition, wherein the
Company has agreed to issue 48,000 shares of its Series H Preferred,
convertible into 3,000,000 shares of the Company's common stock, as
consideration for the remaining 49% of the shares of Channel America's common
stock held by persons other than the Company, will be closed once an aggregate
of 90% of the note holders of Channel America and holders of preferred stock,
representing a total of $7,768,533 of debt and equity,

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<PAGE> 27

agree to convert their debt or preferred stock, as applicable, into shares of
Channel America's common stock. The Series H Preferred has been issued to an
escrow agent, and will be held in escrow, pending: (a) the Company increasing
the number of its authorized shares of common stock; (b) the Company filing a
registration statement with the Securities and Exchange Commission, registering
the shares of common stock underlying the Series H Preferred; and (c) the
agreement being approved by the shareholders of Channel America. If the second
step of the agreement is not closed by December 31, 1995, it may be cancelled
by either party. The parties are currently negotiating to extend the December
31, 1995, deadline.

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 wherein Stellar is obligated to provide to TSSN
personnel, supplies, equipment, administrative and accounting services,
management expertise, and other resources. During the nine months ended
September 30, 1995, and 1994, Stellar billed TSSN $570,000 and $862,500,
respectively, for such management and accounting services preformed on the
Company's behalf. Stellar charged TSSN based upon estimated time and charges
incurred by Stellar on the Company's behalf. Management asserts that the fees
charged to the Company approximate the costs that would have been incurred by
TSSN if it had operated on a stand alone basis. As the Company initiates its
business plan, management expects to hire 50 to 100 employees.

RESULTS OF OPERATIONS

The Company's net loss increased from $460,000 during the three months
ended September 30, 1994 to $1,003,000 for the same period in 1995. The
Company's net loss increased from $1,238,000 during the nine months ended
September 30, 1994 to $2,615,000 for the same period in 1995. Such changes are
primarily attributed to (a) the loss from the operations of THI and its
subsidiaries for the period March 1, 1995 through September 30, 1995
($417,000); (b) increased accounting, legal, and financial consulting services
and other costs incurred to support the Company's acquisition and financing
activities ($890,000); (c) the loss on the sale of sports memorabilia in
January and February 1995 ($131,000); and (d) the amortization of goodwill,
which increased as a result of the Company's acquisition of TSSN ($143,000),
partially offset by a $190,000 reduction in fees for management and accounting
services provided by Stellar.

Revenues from "memberships and other" reflect the operations of the RV
campground facilities operated by THI and its subsidiaries since February 28,
1995. Revenues from product sales ($176,000) for the nine months ended
September 30, 1995, reflect the sale of sports memorabilia through a
contractual arrangement with ViaTV Network located in Knoxville, Tennessee,
during January and February, 1995. The cost of sales of sports memorabilia was
$160,000. The cost of sales was approximately 30-35% higher than would
normally be expected due to product selection and high product costs directly
attributable to the initial low sales volume levels. Broadcasting and
distribution costs (included in selling, general and administrative costs) were
$147,000.

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<PAGE> 28

Selling, general and administrative expenses for the nine months ended
September 30, 1995, are comprised of (a) costs of $349,000 attributable to TSSN
and its subsidiaries; (b) costs of $646,000 attributable to THI and its
subsidiaries; and (c) corporate costs of $1,066,000, of which $890,000
represent legal, accounting and consulting services and other costs incurred in
support of the Company's acquisition and financing activities.

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred operating losses in 1993, 1994 and for the
nine months ended September 30, 1995, of $1,703,000, $1,701,000, and
$2,615,000, respectively, which have adversely reduced the Company's liquidity
and capital resources. In addition, TSSN will require a substantial capital
infusion to fully establish its operations. The Company anticipates that these
losses will continue for the first six months of 1996.

During the three months ended December 31, 1995, the Company raised
$1,119,000 from the sale of 8.5% Convertible Debentures ("Debentures") due
October 31, 1996 (net of sales discount of $285,000 and commissions and
finder's fees of $196,000) and $500,000 from the sale of Series C Convertible
Preferred Stock ("Series C Preferred"). These funds were utilized as follows:
(1) repayment of bridge loan which was utilized to fund the initial deposit on
Channel America acquisition ($252,000); (2) an additional payment to Channel
America for its acquisition ($100,000); (3) advances to Channel America for
payment of amounts due on the transponder contract ($650,000); (4) legal and
accounting fees incurred to complete certain filings with the Securities and
Exchange Commission ($125,000); (5) debt service and working capital to fund
the operations of THI ($202,000); (6) payment to Stellar for management and
accounting services ($60,000); and (7) working capital to fund the operations
of TSSN and TSC ($230,000).

During the three months ended December 31, 1995, the Company issued
Debentures aggregating $1,600,000. The Debentures provide that they may be
converted, at the option of the holder, at any time commencing 41 days after
issuance, into shares of common stock of the Company at a conversion price
equal to 50% to 57.5% of the "Market Price." "Market Price" is defined to be
the lower of (1) the average closing bid price of the common stock for the five
business days immediately preceding the conversion date; or (2) the average
closing bid price of the common stock for the five business days immediately
prior to the date of subscription by the holder as reported by Nasdaq. In the
event the Company fails to obtain authorization for the issuance of the common
stock prior to 60 days from issuance of the Debentures, then the holder shall
receive additional common stock from the Company equal to 5% of the principal
amount of the Debenture. In the event the Company fails to obtain
authorization for the issuance of the common stock prior to 90 days from
issuance of the Debentures, then the holder shall receive additional common
stock from the Company equal to an additional 5% of the principal amount of the
Debenture. If authorization is not received in 90 days from the issuance of
the debentures, the Company shall redeem the Debentures in full by cash payment
of the product of the Market Price and the higher number of shares of common
stock that would be issuable inclusive of any additional shares, together with
accrued interest. During January, 1996, the time will lapse for

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<PAGE> 29

obtaining authorization for issuance of common stock pursuant to the terms of
the Debentures. The Company is currently negotiating to extend the 90 day
deadline with the individual Debenture holders.

On November 1, 1995, pursuant to a Stock Purchase Agreement, the
Company sold to an accredited investor, 50,000 shares of Series C Preferred for
$500,000. The buyer has an option to put the shares back to the Company at a
redemption price of $10.00 per share for a period of six months following the
date of issuance. As security for the agreement by the Company to buy back any
shares put to the Company, the Company has pledged all common shares of Channel
America owned by the Company and 40 shares of the Company's Series L
Convertible Preferred Stock ("Series L Preferred"), representing the equivalent
of 2,000,000 common shares upon conversion. In addition, the Company entered
into a five- year consulting agreement with Southern Resource Management, Inc.,
of which the investor is president. The agreement provides for five payments
of $125,000 each on January 26, 1996, as extended, and on November 1, 1996,
1197, 1998 and 1999. The Company shall deliver to the consultant, on or before
January 26, 1996, as extended, either a letter of credit in the amount of
$500,000 or a "Satisfaction Payment" of $500,000 in cash. The Company has
pledged 60 shares of the Company's Series L Preferred, representing the
equivalent of 3,000,000 common shares upon conversion, as security for payment
of the Satisfaction Payment of $500,000. In addition, D. Jerry Diamond and
Daniel M. Boyar personally guaranteed the obligations of the Company pursuant
to the Stock Purchase Agreement and Consulting Agreement.

The Company is currently experiencing a significant deficit in working
capital and TSSN (the Company's primary future operating subsidiary) has
operated since its inception with a negative working capital position. As of
September 30, 1995, the Company had current assets of $666,000 and current
liabilities of $3,972,000, or a working capital deficit of $3,306,000. The
Company is currently in default on various notes payable aggregating
$1,602,000. These factors raise substantial doubts as to the Company's ability
to continue as a going concern unless it is able to successfully complete a
sizable private equity offering and attain future profitable operations. The
future success of the Company will depend, among other factors, upon
management's ability to attain and maintain profitable operations, to obtain
favorable financing arrangements, to retire its current indebtedness and to
raise additional capital.

AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION

The Board has approved an amendment to the Company's Articles of
Incorporation which would change the Company's name from "EVRO Corporation" to
"Diversified Broadcasting Company, Inc.", which name, in the opinion of
management, better reflects the Company's current business focus.

The primary matter to be voted on at the Special Shareholders' meeting is
the approval of an amendment to the Company's articles of incorporation that
would increase the number of authorized common shares from 2,500,000 to
100,000,000, each with a par value of $.001. The Company wishes to increase
the number of authorized shares in order to fulfill its commitment to issue
shares of its common stock to Stellar in exchange for 98.35% of TSSN's
outstanding common stock. Additionally,

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<PAGE> 30

the increased shares of common stock will permit the Company to issue shares of
common stock to the holders of the Company's issued convertible preferred
stock. Moreover, the Company has issued its Debentures, which entitle the
holders thereof with the right to convert the principal amount of the
Debentures into shares of the Company's common stock. Furthermore, the Company
has entered into various agreements to acquire the assets of other businesses
in exchange for shares of the Company's common stock. The Company currently
does not have a sufficient number of authorized shares of common stock to
accommodate the conversion rights set forth in the issued shares of its
preferred stock and its outstanding Debentures and its contractual commitments
to issue shares for the business combinations that it has negotiated. The
general effect of the approval of this amendment to increase the Company's
authorized shares of common stock will be to dilute the voting power and
ratable share of earnings of the common stockholders in inverse proportion to
the increase in authorized shares.

The Board has also approved a proposed amendment to increase the number of
the Company's authorized preferred shares from 1,250,000 to 25,000,000. The
Company has issued numerous series of its preferred stock and the Company
currently has insufficient authorized shares of its common stock to issue to
the holders of the Company's preferred shares who elect to convert their shares
of preferred stock. If the common shareholders of the Company do not approve
the amendment to the Company's Articles of Incorporation increasing the
authorized shares of the Company's common stock the preferred shareholders will
not be able to convert their shares of preferred stock. The Company has issued
its preferred stock during its 1995 fiscal year, primarily due to the fact that
the Company had issued all of its authorized shares of common stock. The
Company issued its preferred stock for the following reasons: (a) to acquire
other businesses (Series D, E and F Preferred - issued to the shareholders of
the Company, BHI and Stellar, respectively, in connection with the TSSN
acquisition; and Series H Preferred - issued to Channel America); (b) to raise
additional capital (Series C Preferred - issued for cash); (c) to secure
indebtedness of the Company (Series L issued to secure a loan to the Company
and Series K issued to secure indebtedness for services rendered to the
Company); and (d) in payment for services provided to the Company (Series F, I
and M issued in payment for financial and legal services rendered to the
Company). It is possible that the Company will issue additional shares of its
preferred stock, from time to time, without the consent of its existing
shareholders. By increasing the number of authorized shares of preferred
stock, the Company will be able to issue additional shares of preferred stock
without the consent of the Company's common or preferred shareholders. The
Company's preferred stock will have preferential claims to the assets of the
Company in the event the Company is dissolved or liquidated.

The following is a brief summary of the characteristics of the various
classes of the Company's capital stock.

DESCRIPTION OF SECURITIES

COMMON STOCK - The Company has authorized common stock of 2,500,000 shares
with no par value, of which 2,497,597 shares were issued at December 31, 1995,
of which 417 shares were held by THI. Although the Company has not in the past
and has no current plans to declare cash dividends, each common share is
equally entitled to receive any cash dividends declared on such shares.
However, the Company's common stock does not entitled its holder to preemptive
rights.

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<PAGE> 31

The Board has proposed increasing the number of authorized shares of
common stock to 100,000,000, with a par value of $.001 per share. All shares
of common stock issued as the result of the conversion of its preferred stock
will be restricted in that they may not be resold for three years absent
registration under the Securities Act of 1933 or an exemption to such
registration. The restrictions on resale severely impair the marketability of
such shares. As a result, restricted shares are expected to trade at a
significant discount to the market value of unrestricted shares.

PREFERRED STOCK - The Company has authorized 1,250,000 shares of preferred
stock with no par value. The Board has proposed increasing the number of
authorized shares of preferred stock to 25,000,000, with a par value of $.001
per share. The following discussion provides information relevant to the
possible conversion and/or redemption of each series of preferred stock with
outstanding shares in that series.

Series C Convertible Preferred Stock ("Series C Preferred") - The Board
has established this series with 500,000 shares authorized, with a stated value
of $10.00 per share. As of December 31, 1995, 195,400 shares of Series C
Preferred were issued and outstanding. This series has no voting rights,
except as provided by operation of law. Under applicable law, the Company
cannot without the affirmative vote or the written consent of 80% of the
holders of the outstanding shares, voting as a class, change the preferences,
rights or limitations with respect to the Series C Preferred in any material
respect prejudicial to the holders thereof, or increase the authorized number
of shares in this series so long as shares of Series C Preferred remain
outstanding. Moreover, this series shall not bear dividends.

Shares of Series C Preferred may be redeemed in whole or in part, at the
option of the Company, at any time on or after April 15, 1996 at a price equal
to the sum of $10.00 per share. Each holder of Series C Preferred shall have
the right on or before April 15, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion price
equal to 50% of the common stock's market value. The market value shall be
determined as follows: (a) if at the time of valuation the Company's common
stock is listed on any national securities exchange, the average closing price
on such exchange for the ten day period prior to conversion, or, if listed on
more than one exchange, on the exchange on which the Company's common stock
shall have the largest total trading volume; (b) if at the time of valuation,
the Company's common stock is publicly traded but not listed on any national
securities exchange, the average of the average closing bid and asked prices
appearing on Nasdaq for the ten day period preceding the conversion date or,
if not listed on Nasdaq, the average closing bid and asked prices as reported
by the National Quotation Bureau, Inc. or a comparable general quotation
service; or (c) if at the time of valuation the Company's common stock is not
publicly traded, the net book per share as reflected on the Company's audited
balance sheet for its latest fiscal year ending prior to the valuation date.
In the event the Series C Preferred is called for redemption, the right of
conversion shall cease and terminate at the close of business the day preceding
the date fixed for the redemption of such shares. The Company has no sinking
fund obligations in connection with this series.

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Series C Preferred shall be entitled to receive, out of the net assets of the
Company, the sum of $10.00 in cash for each share of Series C Preferred held,
aggregating $1,950,000, subject to the first priority of all holders of Series
A Convertible 10% Preferred Stock ("Series A Preferred") and Series B 8%
Preferred Stock ("Series B Preferred").

Series D Convertible Preferred Stock ("Series D Preferred") - The Board has
established this series with 17,000 shares authorized, with no par value. As
of December 31, 1995, 16,984.9 shares of Series D Preferred were issued and
outstanding.

Pursuant to the terms of the Company's acquisition of TSSN, the Company
issued one share of Series D Preferred for each 100 shares of issued and
outstanding common stock (See "INCREASE IN AUTHORIZED SHARES OF COMMON AND
PREFERRED STOCK--Acquisition of the Sports & Shopping Network, Inc." for a
detailed description of the TSSN Acquisition) to all holders of common stock of
record as of March 27, 1995, except for Stellar. The Company issued the stock
certificates on or about August 28, 1995.

Series D Preferred has no voting rights except as provided by operation of
law. As long as any Series D Preferred remains outstanding, the Company shall
not, without the affirmative vote or written consent of the holders of a
majority of the Series D Preferred (a) change the preferences, rights or
limitations with respect to the Series D Preferred, or increase the authorized
number of shares of such Series, but nothing herein contained shall require
such a vote or consent (i) in connection with any increase in the total number
of authorized shares of the Company's common stock; or (ii) in connection with
the authorization, designation, increase or issuance of any class or series of
stock holding a ranking subordinate to the Series D Preferred; (b) cause THI to
issue additional capital stock; (c) pledge, hypothecate or otherwise encumber
the THI common stock held by the Company; or (d) take any other action which
will restrict the Company's ability to conduct the conversion of the Series D
Preferred.

At any time after issuance, the issued and outstanding shares of Series D
Preferred may be converted, at the sole option of the Company, into 100% of the
THI common stock owned by the Company on the effective date of conversion. The
Series D Preferred may only be converted into the THI common stock in whole,
not in part. Upon conversion, one share of Series D Preferred will be
converted into an amount of THI common stock equal to the product of (a) the
number of shares of THI common stock owned by the Company on the date of
conversion and (b) a fraction, the numerator of which is one and the
denominator of which is the number of shares of Series D Preferred issued and
outstanding on the date of conversion. Holders of Series D Preferred do not
have the option to convert.

The Company has contractually agreed to issue to THI shares of the
Company's authorized but previously unissued common stock (the "Distribution
Shares") which on an annualized basis will equal 20% of THI's average total
assets, assuming for the purposes of such issuance that the Distribution Shares
have a value of $2.00 per share. The Distribution Shares will be issued each
March 14th, commencing in 1996, based upon the average total assets for the
previous 12 months. THI has granted the Corporation's majority shareholder,
Stellar, an option (the "Stellar Option") to purchase the Distribution Shares
at any time until June 30, 1997 at a price equal to the greater of $2.00 per
share or 50% of the bid price of the Company's publicly traded common stock as
of the last day of the month

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<PAGE> 33

preceding Stellar's exercise of the Stellar Option. If Stellar has not
exercised the Stellar Option prior to March 14, 1996, the Corporation has
agreed to issue to THI additional Distribution Shares at the same rate
specified above for each successive 12 month period.

If the Company fails to convert all shares of Series D Preferred by June
30, 1997, the Company shall declare a stock dividend to the holders of the
Series D Preferred, on a pro rata basis, of an amount of the Company's
restricted common stock equal to the total number of Distribution Shares which
have been distributed to THI as of June 30, 1997. The stock dividend shall
have a record date of July 1, 1997, and shall be declared each successive July
1 until the Company converts the Series D Preferred shares, based upon the
amount of Distribution Shares conveyed to THI during the 12 month period
preceding the July 1 record date. As of December 31, 1995, there were no
dividends in arrears related to Series D Preferred.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series D
Preferred shall be entitled to receive, out of the net assets of the Company,
the Company's shares of THI's common stock, aggregating $3,885,000 (the
approximate net book value of THI as of September 30, 1995) subject to the
first priority of all holders of Series A Preferred, Series B Preferred and
Series C Preferred. The Company has no sinking fund obligations in connection
with Series D Preferred.

Series E Convertible Preferred Stock ("Series E Preferred") - The Board has
established 30,000 shares of authorized Series E Preferred with no par value.
As of December 31, 1995, all 30,000 shares were issued and outstanding. The
holder of each of Series E Preferred is entitled to one vote on each matter
with respect to which a vote is required of the shareholders of the Company's
common stock. As long as the Series E Preferred is outstanding, the Company
cannot without the affirmative vote or the written consent as provided by law
of 80% of the holders of the outstanding shares, voting as a class, change the
preferences, rights or limitations with respect to the Series E Preferred in
any material respect prejudicial to the holders thereof, or increase the
authorized number of shares of such series. Series E Preferred shall not bear
dividends.

Each holder of Series E Preferred shall have the right, at his option, at
any time after the Company increases its authorized common shares, to convert
each share into fully paid and nonassessable shares of the Company's common
stock at a conversion ratio of 100 shares of common stock for each share of
Series E Preferred. The Company has no power to force redemption or conversion
of these shares and is not required to provide any type of sinking fund to
accommodate conversion.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series E
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $1.00 in cash for each share of Series E Preferred held, aggregating
$30,000, subject to the first priority of all holders of Series A Preferred,
Series B Preferred, Series C Preferred and Series D Preferred.

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<PAGE> 34

Series F Convertible Preferred Stock ("Series F Preferred") - The Board has
established 1,680 authorized shares of Series F Preferred with no par value.
As of December 31, 1995, 1,324.449 of these were issued and outstanding. The
Company had issued 1,280 shares of Series F Preferred to Stellar pursuant to
the terms of the TSSN acquisition. (See "INCREASE IN AUTHORIZED SHARES OF
COMMON AND PREFERRED STOCK--Acquisition of the Sports and Shopping Network,
Inc." for a detailed discussion of the TSSN acquisition). In addition, the
Company issued 44.449 shares of Series F Preferred for services provided to the
Company by consultants.

Holders of Series F Preferred are entitled to 1,000 votes per share on
each matter with respect to which a vote is required of the shareholders of the
Company's common stock. As long as any Series F Preferred shares remain
outstanding, the Company may not without the affirmative vote or the written
consent as provided by law of 80% of the holders of the outstanding shares,
voting as a class, change the preferences, rights or limitations with respect
to the Series F Preferred in any material respect prejudicial to the holders
thereof, or increase the authorized number of shares of such series. Series F
Preferred shall not bear dividends.

Each holder of Series F Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
to convert each share into fully paid and nonassessable shares of the Company's
common stock at a conversion ratio of 10,000 shares of common stock for each
share of Series F Preferred. The Company has no right to redeem any Series F
Preferred shares, nor does it have any sinking fund obligations with respect to
such shares.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series F
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $1.00 in cash for each share of Series F Preferred held, aggregating
$1,324, subject to the first priority of all holders of Series A Preferred,
Series B Preferred, Series C Preferred, Series D Preferred and Series E
Preferred.

Series H Convertible Preferred Stock ("Series H Preferred") - The Company has
authorized a total of 100,000 shares of Series H Preferred with no par value.
As of December 31, 1995, 48,000 shares were issued and outstanding. The
Company issued the outstanding shares of Series H Preferred pursuant to the
terms of the Channel America acquisition. (See "INCREASE IN AUTHORIZED SHARES
OF COMMON AND PREFERRED STOCK--Acquisition of Channel America Television
Network, Inc." for a detailed discussion of the Channel America acquisition).

Any Series H Preferred shareholder may, at his option, at any time after
the Company increases its number of authorized shares of common stock shares,
but in no event later than June 30, 1997, into a number of shares of the
Company's common stock equal to 125 divided by the greater of the market price
of the Company's common stock at the date of conversion or $2.00. For this
purpose, the market value of the Company's common stock shall be determined as
follows: (a) if at the time of valuation the Company's common stock is listed
on any national securities exchange, the average closing price on such exchange
for the ten day period prior to conversion, or, if listed on more than one
exchange,

31
<PAGE> 35

on the exchange which the Company's common stock shall have had the largest
total trading volume; (b) if at the time of valuation the Company's common
stock is publicly traded but not listed on any national securities exchange,
the average bid and asked prices appearing on Nasdaq for the ten day period
preceding the conversion date, or, if not listed on Nasdaq, the average of the
average closing bid-and-asked prices as reported by the National Quotation
Bureau, Inc. or a comparable general quotation service; or (c) if at the time
of valuation the Company's common stock is not publicly traded, the net book
value per share as reflected on the Company's audited consolidated balance
sheet for its latest fiscal year ending prior to the valuation date.

The Company also has the option to redeem any or all Series H Preferred
shares at a price of $125.00 per share. In the event that the Company fails to
redeem 100% of the outstanding shares of Series H Preferred, the redemption
must occur in a nondiscriminatory manner. Moreover, after the Company provides
notice of redemption, any holder of Series H Preferred may convert such shares
into shares of the Company's common stock in accordance with the terms set
forth in the preceding paragraph any time on or before the designated
redemption date.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series H
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $125.00 in cash for each share of Series H Preferred held,
aggregating $6,000,000, subject to the first priority of all holders of Series
A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series
E Preferred and Series F Preferred.

Series I Convertible Preferred Stock ("Series I Preferred") - The Board has
established Series I Preferred consisting of 7,000 authorized shares with no
par value. As of December 31, 1995, the Company had issued 6,750 of Series I
Preferred as payment for certain financial consulting services rendered to the
Company.

The Series I Preferred has no voting rights except as provided by
operation of law and shall not bear dividends. As long as the Series I
Preferred is outstanding, the Company may not without the affirmative vote or
the written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series I Preferred in any material respect prejudicial to the
holders thereof, or increase the authorized number of shares of such series.

Each holder of Series I Preferred shall have the right, at his option, at
any time after the Company increases its authorized common shares, to convert
each share into fully paid and nonassessable shares of the Company's common
stock at a conversion ratio of 200 shares of common stock for each share of
Series I Preferred. The Company has no right to redeem or force conversion and
has no sinking fund obligations in connection with this series.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any

32
<PAGE> 36

distribution shall be made to the holder of any class of the Company's common
stock, each holder of Series I Preferred shall be entitled to receive, out of
the net assets of the Company, the sum of $165.00 in cash for each share of
Series I Preferred held, aggregating $1,113,750, subject to the first priority
of all holders of Series A Preferred, Series B Preferred, Series C Preferred,
Series D Preferred, Series E Preferred, Series F Preferred and Series H
Preferred.

Series L Convertible Preferred Stock ("Series L Preferred") - The Board has
authorized 100 shares of Series L Preferred with no par value. As of December
31, 1995, all 100 shares of Series L Preferred were issued and outstanding.
Series L Preferred shall bear no dividends.

The Series L Preferred has no voting rights except as provided by
operation of law and shall not bear dividends. As long as the Series L
Preferred is outstanding, the Company may not without the affirmative vote or
the written consent as provided by law of 80% of the holders of the outstanding
shares, voting as a class, change the preferences, rights or limitations with
respect to the Series L Preferred in any material respect prejudicial to the
holders thereof, or increase the authorized number of shares of such series.

Each holder of Series L Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
but in no event later than June 30, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion ratio of
50,000 shares of common stock for each share of Series L Preferred. The
Company has no right to redeem any Series L Preferred shares, nor does it have
any sinking fund obligations with respect to such shares.

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series L
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $50,000.00 in cash for each share of Series L Preferred held,
aggregating $5,000,000, subject to the first priority of all holders of Series
A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series
E Preferred, Series F Preferred, Series H Preferred and Series I Preferred.

Series M Convertible Preferred Stock ("Series M Preferred") - The Board has
authorized 40,000 of Series M Preferred with no par value. As of December 31,
1995, all 40,000 shares were issued and outstanding. Of these, the Company
issued 15,000 to Daniel M. Boyar as compensation for services and 25,000 shares
to the law firm of Scolaro Shulman, in exchange for legal services. Further,
Series M Preferred bears no dividends.

Each holder of Series M Preferred shares shall have the right, at his
option, at any time after the Company increases its authorized common shares,
but in no event later than June 30, 1997, to convert each share into fully paid
and nonassessable shares of the Company's common stock at a conversion ratio of
10 shares of common stock for each share of Series M Preferred. The Company
has no right to redeem any Series M Preferred shares, nor does it have any
sinking fund obligations with respect to such shares.

33
<PAGE> 37

In the event of liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or otherwise, after payment of the debts and
other liabilities of the Company and before any distribution shall be made to
the holder of any class of the Company's common stock, each holder of Series M
Preferred shall be entitled to receive, out of the net assets of the Company,
the sum of $10.00 in cash for each share of Series M Preferred held,
aggregating $400,000, subject to the first priority of all holders of Series A
Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E
Preferred, Series F Preferred, Series H Preferred, Series I Preferred and all
holders of Series L Preferred.

The Company has also authorized several other classes of preferred stock,
including Series A Preferred, Series B Preferred, Series J Convertible
Preferred Stock and Series K Convertible Preferred Stock.1 As of December 31,
1995, no shares from any of these series were outstanding. Accordingly, the
proposed increase in authorized shares of the Company's common stock shall not
involve the conversion, redemption, or other form of exchange of any these
types of preferred shares.

[Balance of page intentionally left blank]

____________________

1 The Board has never authorized a Series G of the Company's Preferred
Stock and has retired its Series B Preferred.

34
<PAGE> 38

MARKET FOR THE COMPANY'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 reported
by Nasdaq for the Company's common stock for the calendar quarters indicated.
The Company'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>
1994 HIGH LOW
---- ---- ---
<S> <C> <C>
First Quarter $57.40 $17.60

Second Quarter 28.80 12.60

Third Quarter 23.80 10.00

Fourth Quarter 10.60 3.20

1995
----
First Quarter 3.75 1.13

Second Quarter 4.25 1.13

Third Quarter 3.38 .75

Fourth Quarter 3.00 1.03
</TABLE>

The above prices have been adjusted to reflect a 1:20 reverse stock split
effective January 26, 1995.

The high and low sale prices for January 26, 1995, the day prior to the
public announcement of the agreement with Stellar to acquire a 98.35% interest
in TSSN, were $2.875 and $1.25, respectively.

(B) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

As of December 31, 1995, the number of shareholders of record of the
Company's common stock was approximately 2,400.

The Company has never paid cash dividends on its common stock. Payment of
dividends is within the discretion of the Company's Board of Directors and will
depend on, among other factors, earnings, capital requirements and the
operating and financial condition of the Company. At the present time, the
Company anticipates retaining future earnings, if any, in order to finance the
development of its business activities. The holders of the Company's common
stock as of the record date of March 27,

35
<PAGE> 39

1995, were issued a stock dividend during August 1995 consisting of the
Company's Series D Preferred which have limited voting rights. The Company
has the right, but not the obligation, to redeem the Series D Preferred 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 the
Company'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 pro ratably over the applicable twelve month
period. Such entitlement would cease upon the redemption of the Series D
Preferred. Stellar has the right to purchase from THI any Special Shares of
the Company's common stock received until June 30, 1997 for an amount equal to
the greater of Two Dollars ($2.00) per share or 50% of the bid price of the
Company's then publicly traded stock as of the end of the month preceding
Stellar's exercise of its right to purchase. The Company is prohibited from
pledging, hypothecating or otherwise encumbering its shares of THI's capital
stock.

The Series D Preferred contains a special dividend provision that in the
event such preferred stock is not redeemed by June 30, 1997, the Company shall,
as of July 1, 1997, declare a stock dividend of its voting common stock payable
to the holders of the Series D Preferred 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 each July 1st following July 1,
1997 until the Company has redeemed its Series D Preferred. The amount of such
additional stock dividend shall equal the number of shares of the Company's
common stock transferred to THI during the immediately preceding twelve month
period.

FINANCIAL AND OTHER INFORMATION

MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS

The following financial information with respect to the Registrant and The
Sports & Shopping Network, Inc. required by Item 14(b) is incorporated by
reference pursuant to Item 14(c) from Form 10-KSB for the fiscal year ended
December 31, 1994 and Form 10-QSB for the quarterly period ended March 31,
1995, copies of which are enclosed with this Information Statement:

ITEM 14(B) Pursuant to Note F to Schedule 14A, the following financial
statements and proforma financial information is provided pursuant to Item 310
of Regulation S-B in lieu of the financial statements required in Schedule 14A.

(1) Financial statements of the Company set forth in Part II, Item 7
of the Company's Form 10-KSB for the fiscal year ended December 31, 1994
and Item 1 of the Company's Form 10-QSB for the quarterly period ended
September 30, 1995 are incorporated herein by reference.

36
<PAGE> 40

(2) Financial Statements of The Sports & Shopping Network, Inc. for
the years ended December 31, 1994 and 1993 and for the period from
inception (December 16, 1992) through December 31, 1992:

<TABLE>
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

Consolidated Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48-58
</TABLE>

(3) Proforma Financial Information for the year ended December 31,
1994 is attached hereto as Schedule B to this Proxy Statement and pro
forma financial information for the nine months ended September 30, 1995,
set forth in Item 5, Other Information of the Company's Form 10-QSB for
the quarterly period ended September 30, 1995 are also incorporated herein
by reference.

ITEM 14(B)(3)(I)(A): Description of Business set forth in Part I, Item 1 of
the Company's Form 10-KSB for the fiscal year ended December 31, 1994 is
incorporated herein by reference.

ITEM 14(B)(3)(I)(B): Description of Property set forth in Part I, Item 2 of
the Company's Form 10-KSB for the fiscal year ended December 31, 1994 is
incorporated herein by reference.

ITEM 14(B)(3)(I)(C): Legal Proceedings set forth in Part I, Item 3 of the
Company's Form 10-KSB for the fiscal year ended December 31, 1994 is
incorporated herein by reference.

ITEM 14(B)(3)(I)(H): Management's Discussion and Analysis or Plan of Operation
set forth in Part II, Item 6 of the Company's Form 10-KSB for the fiscal year
ended December 31, 1994 and Item 2 of the Company's Form 10-QSB for the
quarterly period ended September 30, 1995 are incorporated herein by reference.

ITEM 14(B)(3)(I)(H): Changes in and disagreements with accountants on
accounting and financial disclosure set forth in Part II, Item 8 of the
Company's Form 10-KSB for the fiscal year ended December 31, 1994 is
incorporated herein by reference.

By Order of the Board of Directors

Dated ___________________________ ______________________________
Secretary

37
<PAGE> 41

Schedule A to the Proxy Statement for the Company

PRO FORMA CAPITALIZATION

The following table sets forth the number of shares of the Company's
common stock that would have been issued, as of December 31, 1995, assuming
that, effective as of that date, the shareholders of the Company had approved
an increase in the number of shares of the Company's authorized shares of
common stock, and, assuming further that: (i) the holders of the Company's
preferred stock exercised their rights to convert the Company's outstanding
shares of preferred stock into shares of the Company's common stock; (ii) the
Company acquired the remaining shares of TSSN from the minority shareholders of
TSSN; (iii) the Company issued the balance of the shares that it had
contractually agreed to issue to Stellar for the shares of TSSN; and (iv) the
Company acquired the assets of WinSAT Communication Corporation ("WinSAT").

<TABLE>
<CAPTION>
Class of Stock or, alternatively, the
Obligation Giving Rise to the Potential Common Stock
Issuance of Common Stock Equivalents
- - - ------------------------ -----------
<S> <C>
Common Stock Issued as of
December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,497,597

Series C Convertible Preferred Stock
195,400 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,101,587 (9)

Series E Convertible Preferred Stock
30,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000 (10)

Series F Convertible Preferred Stock
1,324.449 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13,244,490 (11)

Series H Convertible Preferred Stock
48,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000 (12)

Series I Convertible Preferred Stock
6,750 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,350,000 (13)

Series L Convertible Preferred Stock
100 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000 (14)
</TABLE>

38
<PAGE> 42

<TABLE>
<S> <C>
Series M Convertible Preferred Stock
40,000 shares issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400,000 (15)

Balance of Shares that the Company is
Contractually Obligated to Issue to
Stellar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,833,038 (16)

Shares to be issued to the holders of
1.65% of the shares of TSSN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281,418 (17)

Shares to be issued to WinSAT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 230,000 (18)

Shares to be issued to the holders
of the Company's 8.5% Convertible
Debentures Due October 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,409,524 (19)
----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .37,347,654
==========
</TABLE>

(9) As of December 31, 1995 there were 195,400 shares of Series C
Preferred Stock issued at a price of $10.00 per share. The holders of the
Series C Preferred Stock can convert the shares into the Company's common stock
at 50% of the market price of the Company's common stock. The market price of
the Company's common stock, as of December 31, 1995, was $1.26 (this price
represents an average of the stock's closing prices as reported by Nasdaq's
daily trade summary for the previous ten trading days).

(10) As of December 31, 1995 there were 30,000 shares of Series E
Preferred Stock issued, convertible into 3,000,000 shares of the Company's
common stock.

(11) As of December 31, 1995 there were 1,324,449 shares of Series F
Preferred Stock issued, convertible into 13,244,490 shares of the Company's
common stock.

(12) As of December 31, 1995 there were 48,000 shares of Series H
Preferred Stock issued with a face value of $6,000,000. The Series H Preferred
Stock is convertible into shares of the Company's common stock at a conversion
price equal to the greater of the market value of the Company's common stock at
the time of conversion, or $2.00. Assuming a December 31, 1995 conversion
date, the conversion price would have been $2.00.

(13) As of December 31, 1995 there were 6,750 shares of Series I
Preferred Stock issued, convertible into 1,350,000 shares of the Company's
common stock.

(14) As of December 31, 1995 there were 100 shares of Series L Preferred
Stock issued, convertible into 5,000,000 shares of the Company's common stock.
The Company issued the shares of Series L Preferred Stock as collateral for the
Company's obligations to E. Carl Anderson, Jr. (See "Management's Discussion
and Analysis or Plan of Operation - Liquidity and Capital Resources").

(15) As of December 31, 1995 there were 40,000 shares of Series M
Preferred Stock issued, convertible into 400,000 shares of the Company's common
stock. Twenty five thousand shares of the Series M Preferred Stock were issued
to Scolaro Shulman as security for the Company's obligation to Scolaro Shulman
for legal services rendered. See "ELECTION OF BOARD OF DIRECTORS--Certain
Relationships and Related Transactions with Management and Others."

39
<PAGE> 43

(16) The Company initially agreed to issue to Stellar 16,759,038 shares
of the Company's common stock which was subsequently increased to 17,759,038.
The Company issued 1,280 shares of its Series F Preferred Stock to Stellar in
partial satisfaction of such obligation to issue shares and, by issuing the
Series F, the Company was relieved of its obligation to issue 12,800,000 shares
of common stock to Stellar. The Company assumed obligations of Stellar thereby
reducing its obligation to issue an additional 2,126,000 shares of common
stock. See "Business of the Company - Acquisition of TSSN"). The balance of
the 17,759,038 shares that the Company agreed to issue to Stellar, 2,833,038,
remain to be issued by the Company to Stellar.

(17) Upon the Company increasing its shares of authorized common stock,
it has agreed to offer to purchase the shares of TSSN that were held by
shareholders other than Stellar.

(18) The Company agreed to acquire the assets of WinSat Communication
Corporation ("WinSAT") in exchange for preferred stock convertible into 230,000
shares of the Company's common stock.

(19) As of December 31, 1995 the Company had issued its 8.5% Convertible
Debentures Due October 31, 1996 with a face value of $1,600,000. The holders
of the Convertible Debentures can convert the debenture into the Company's
common stock at 50%-57.5% of the market price of the Company's common stock.
The market price of the Company's common stock, as of December 31, 1995, was
$1.26 (this price represents an average of the stock's closing prices as
reported by Nasdaq's daily trade summary for the previous ten trading days).

40
<PAGE> 44
EVRO CORPORATION

CONDENSED PROFORMA COMBINING STATEMENT OF OPERATIONS
WITH THE SPORTS & SHOPPING NETWORK, INC. ("TSSN")

FOR THE YEAR ENDED DECEMBER 31, 1994

The Condensed Proforma Combining Statement of Operations shown below for the
year ended December 31, 1994 has been prepared as if EVRO had been acquired by
TSSN as of the beginning of the fiscal year, adjusted to reflect an increase in
amortization resulting from goodwill recorded in the merger. The proforma
weighted average number of shares used to compute the proforma loss per share
was based on the actual number of EVRO shares outstanding for the year ended
December 31, 1994 increased by the number of common shares issued to STELLAR
(500,000 shares) adjusted for the effect of a November 30, 1994 change in the
number of issued shares of TSSN held by STELLAR.

<TABLE>
<CAPTION>
EVRO TSSN Adjustments Combined
---- ---- ----------- --------
<S> <C> <C> <C> <C>
Sales and Revenues $ 1,080,991 $ 48,898 $ $ 1,129,889

Cost of Sales and Revenues 885,338 73,325 958,663
----------- ----------- ---------- -----------

Gross Margin 195,653 (24,427) 146,015 171,226

Operating Expenses 2,263,756 1,597,712 4,007,483
----------- ----------- ---------- -----------

Operating Loss of Continuing Operations (2,068,103) (1,622,139) (146,015) (3,836,257)

Other Income (Expenses) (1,170,136) (81,024) (1,251,160)
----------- ----------- ---------- -----------

Net Loss from Continuing Operations $(3,238,239) $(1,703,163) $ (146,015) $(5,087,417)
=========== =========== ========== ===========

Net Loss Per Share $ (2.95)
===========

Average Number of Common Shares Outstanding 1,726,172
===========
</TABLE>

Schedule "B"

41
<PAGE> 45

The Sports & Shopping Network,Inc.

Financial Statements

For the Years Ended December 31, 1994, and 1993

And For the Period From Inception

(December 16, 1992) Through December 31, 1992

Schedule "C"

42
<PAGE> 46
TIMOTHY M. HOHL COMPANY P.A.
CERTIFIED PUBLIC ACCOUNTANT

4104 W. LINEBAUGH AVENUE, SUITE 201 MEMBERS OF:
TAMPA, FLORIDA 33624 AMERICA INSTITUTE OF CPA'S
(813) 960-9803 FAX (813) 960-9802 FLORIDA INSTITUTE OF CPA'S
SEC PRACTICE SECTION

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
The Sports & Shopping Network, Inc.

We have audited the accompanying consolidated balance sheet of The Sports &
Shopping Network, Inc. (a development stage Company) as December 31, 1994, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended December 31, 1994, and December 31, 1993,
and for the period from inception (December 16, 1992) through December 31,
1992. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits 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 audits provide 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 The Sports & Shopping Network,
Inc. as of December 31, 1994, and the results of its operations and its cash
flows for the years ended December 31, 1994, and December 31, 1993, and for the
period from inception (December 16, 1992) through December 31, 1992, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note 1,
the Company has incurred recurring operating losses and has a working capital
deficiency. These conditions raise substantial doubt about the company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.

/s/ Timothy M. Hohl Company P.A.

May 13, 1995

43
<PAGE> 47

THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1994

Assets

<TABLE>
<S> <C>
Current Assets:
Cash $ 67
Accounts receivable 0
Inventories 172,919
Prepaid royalty fees and deposits 50,482
------------
Total current assets 223,468
------------

Other assets, net of accumulated amortization of $33,186 323,465
------------
Total assets $ 546,933
============

Liabilities and Stockholders' Equity

Current Liabilities:
Accounts payable and accrued liabilities $ 333,396
Due parent company 125,271
------------
Total current liabilities 458,667
------------

Stockholders' Equity:
Common stock, par value $.000082918, 60,300,000 shares authorized
and 59,734,634 shares issued and outstanding 4,953
Additional paid in capital 2,167,804
Deficit accumulated during the development stage (2,084,491)
------------
Total stockholders' equity 88,266
------------

Total liabilities and stockholders' equity $ 546,933
============
</TABLE>
The accompanying notes are an integral part of the
Consolidated Financial Statements

44
<PAGE> 48

THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993,
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 1992

<TABLE>
<CAPTION>
1994 1993 1992 TOTAL
---- ---- ---- -----
<S> <C> <C> <C> <C>
Sales $ 48,898 $ 91,921 $ 15,357 $ 156,176
Other Income 100,006 100,006
------------ ------------ -------- ------------
Total Revenues 48,898 191,927 15,357 256,182
------------ ------------ -------- ------------

Cost of Sales 73,325 97,657 8,307 179,289
Selling, General & Administrative 447,712 818,790 10,341 1,276,843
Management and Accounting Services
Provided by Parent 1,150,000 976,536 2,126,536
Interest Expense 81,024 81,024
------------ ------------ -------- ------------
Total Costs 1,752,061 1,892,983 18,648 3,663,692
------------ ------------ -------- ------------

Loss before benefit from income taxes (1,703,163) (1,701,056) (3,291) (3,407,510)
Income Taxes 0 0 0 0
------------ ------------ -------- ------------

Net loss $ (1,703,163) $ (1,701,056) $ (3,291) $ (3,407,510)
============ ============ ======== ============
</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

45
<PAGE> 49

THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 31, 1992

<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING
------------ PAID IN DEVELOPMENT
SHARES -$- CAPITAL STAGE TOTAL
------ --- ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance, December 16, 1992 $ 0 $ 0 $ 0 $ 0

5,000 shares issued 5,000 5,000 5,000

Net loss, December 16, 1992
through December 31,1992 (3,291) (3,291)

Contribution by STELLAR 1,229 1,229
---------- ------- ----------- ------------ ------------

Balance, December 31, 1992 5,000 5,000 0 (2,062) 2,938

Goodwill recognized 2,158 2,158

Net loss for year ended
December 31, 1993 (1,701,056) (1,701,056)

Contribution by STELLAR 1,321,790 1,321,790
---------- ------- ----------- ------------ ------------

Balance, December 31, 1993 5,000 5,000 2,158 (381,328) (374,170)

Adjustment pursuant to stock split 54,995,000 (440) 440 0

Exercise of warrants 356,500 30 178,220 178,250

Sale of common stock 630,000 52 244,948 245,000

Common stock issued in satisfaction
of note payable to STELLAR 1,729,908 144 1,338,560 1,338,704

Common stock issued in satisfaction
of advances made by STELLAR 2,018,226 167 403,478 403,645

Net loss for year ended
December 31, 1994 (1,703,163) (1,703,163)
---------- ------- ----------- ------------ ------------

Balance, December 31, 1994 59,734,634 $ 4,953 $ 2,167,804 $ (2,084,491) $ 88,266
========== ======= =========== ============ ============
</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

46
<PAGE> 50

THE SPORTS & SHOPPING NETWORK, INC.
(A DEVELOPMENT STAGE COMPANY)
(A SUBSIDIARY OF THE STELLAR COMPANIES, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993,
AND FOR THE PERIOD FROM INCEPTION
(DECEMBER 16, 1992) THROUGH DECEMBER 31, 1992

<TABLE>
<CAPTION>
1994 1993 1992 Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Cash flows used by operating activities:
Net loss $(1,703,163) $ (1,701,056) $ (3,291) $ (3,407,510)
----------- ------------ --------- ------------
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 33,186 32,547 1,893 67,626
(Increase) decrease in accounts receivable 5,729 (384) (5,345) 0
(Increase) decrease in inventories 81,047 (481,399) (3,900) (404,252)
(Increase) decrease in prepaid royalty fees
and deposits 4,740 (55,222) (50,482)
(Increase) in other assets (4,759) (932) (5,691)
Increase in accounts payable and
accrued liabilities 199,009 82,106 (28,880) 252,235
Decrease in unearned royalties (100,000) (100,000)
----------- ------------ --------- ------------
Total adjustments 323,711 (527,111) (37,164) (240,564)
----------- ------------ --------- ------------
Net cash used by operating activities (1,379,452) (2,228,167) (40,455) (3,648,074)
----------- ------------ --------- ------------

Cash flows used in investing activities:
Purchase of property and equipment (62,152) (62,152)
Proceeds from sale of equipment, patents and
proprietary technology 350,000 350,000
Purchase of Microsonics International, Inc. (310,694) (310,694)
Purchase of Centennial Sports Promotions, Inc. (25,870) (25,870)
Contractual obligation due Brander (20,000) (30,000) (50,000)
----------- ------------ --------- ------------
Net cash used in investing activities (62,152) (45,870) 9,306 (98,716)
----------- ------------ --------- ------------

Cash flows from financing activities:
Proceeds from issuance of common stock 423,250 5,000 428,250
Contribution by STELLAR 1,321,790 1,229 1,323,019
Working capital provided by STELLAR 1,017,472 948,127 29,989 1,995,588
----------- ------------ --------- ------------
Net cash provided by financing activities 1,440,722 2,269,917 36,218 3,746,857
----------- ------------ --------- ------------

Net increase (decrease) in cash (882) (4,120) 5,069 67
Cash at beginning of period 949 5,069 0 0
----------- ------------ --------- ------------

Cash at end of period $ 67 $ 949 $ 5,069 $ 67
=========== ============ ========= ============

Interest paid $ 81,024 $ 0 $ 0 $ 0
=========== ============ ========= ============

Taxes paid $ 0 $ 0 $ 0 $ 0
=========== ============ ========= ============
</TABLE>

The accompanying notes are an integral part of the
Consolidated Financial Statements

47
<PAGE> 51

THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Accounting - The consolidated financial statements of The Sports
& Shopping Network, Inc. (the "Company" and "TSSN") and its majority owned
subsidiaries, Centennial Sports Promotions, Inc. ("Centennial"), International
Sports Collectibles, Inc. ("Collectibles") and Microsonics International, Inc.
("Microsonics") 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. The Company and its
subsidiaries, all considered to be in the development stage as defined in
Financial Accounting Standard No. 7, have incurred operating losses of
$1,701,000 and $1,703,000 during the years ended December 31, 1993 and 1994,
respectively, which have adversely reduced the Company's liquidity and working
capital. At December 31, 1994, the Company had current assets of $223,000 and
current liabilities of $459,000, or a working capital deficit of $236,000. As
more fully discussed below, management of the Company believes that it has put
into place a business plan that will provide for positive operating results and
allow for the settlement of its liabilities in a timely manner, however, should
existing creditors demand immediate payment, at the present time the Company
does not have a readily available source of additional capital nor a source of
long term financing to allow for the repayment of those creditors. Although
the Company has plans in process which it believes will allow it to obtain
additional capital and other financing, there can be no assurance that such
plans will be implemented successfully.

TSSN is engaged in the development of a television shopping network
specializing in the marketing of sports memorabilia, apparel and related sports
products through satellite, television broadcast stations and cable networks.
The Company plans to attain future profitable operations by developing (1)
sources of supply of products that it will sell at retail; (2) the ability to
produce and broadcast related television programming; and (3) a distribution
network for such programming either internally or by acquisition of one or more
businesses.

2. Background and Organization - TSSN was incorporated under the laws of the
State of Florida on December 16, 1992.

In December 1992, the Company entered an agreement which provided for the
Company to adopt a Plan of Merger with The STELLAR Companies, Inc. ("STELLAR").
The December 1992 Agreement was superseded by a Stock For Stock Agreement dated
January 21, 1993, pursuant to which, on January 25, 1993, STELLAR issued 95,000
common shares in exchange for all of the issued and outstanding shares of TSSN.

<PAGE> 52
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Summary of Significant Accounting Policies:

Principles of Consolidation - The consolidated financial statements include the
accounts of the Company and its majority-owned subsidiaries, Centennial,
Collectibles and Microsonics. All significant intercompany accounts and
transactions have been eliminated.

Inventories - Inventories are carried at the lower of cost (determined on a
first in, first out basis) or market.

Depreciation - Furniture, fixtures and equipment are depreciated over their
estimated useful lives of 5 to 7 years using the straight line method.

Amortization - Proprietary technology is being amortized over ten years which
is the estimated life of the related products. Goodwill is being amortized
over ten years, the estimated market life of the acquired trademarks. Other
assets are being amortized over five to twenty years. The Company has adopted
the policy to periodically review and evaluate whether there has been permanent
impairment in the value of its intangible assets, which review includes factors
such as current market conditions and trends relating to the Company and its
product lines.

Income Taxes - The provision (benefit) for income taxes is based on pretax
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
effects attributable to temporary differences in the recognition of income and
expenses for financial statement and income tax purposes and net operating loss
carryforwards. Deferred tax assets are reduced, if necessary, by the amount of
any tax assets that are not expected to be realized. No benefit for income
taxes has been recognized for the years ended December 31, 1994, and 1993, as
the Company has not yet established its operations.

The Company and its subsidiaries file separate income tax returns.

4. Significant Transactions - As of December 31, 1993, STELLAR contributed the
stock of International Sports Collectibles, Inc. and Microsonics International,
Inc., wholly owned subsidiaries, and Centennial Sports Promotions, Inc., an 80%
owned subsidiary to TSSN, thereby causing the three companies to become
subsidiaries of TSSN. TSSN recorded the stock contribution of each company at
a value equal to STELLAR's basis in each subsidiary. This

<PAGE> 53
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Significant Transactions (cont.)
transaction has been accounted for in a manner similar to a pooling of
interests because of the common ownership of each subsidiary and for enhanced
comparability. Accordingly, the accounts of each subsidiary have been included
in the consolidated financial statements of TSSN from December 16, 1992, the
date of inception of TSSN, or from their respective dates of acquisition by
STELLAR, if later. The accumulated losses from operations of each subsidiary
for the period from their respective dates of acquisition by STELLAR to
December 31, 1993, have been reflected as a capital contribution and offset
against accumulated deficit as the losses were incurred prior to the stock
contribution of each company to TSSN by STELLAR.

Purchase of Microsonics International, Inc. ("Microsonics") - On November 19,
1992, STELLAR purchased the outstanding capital stock of Microsonics
International, Inc., a Florida corporation for cash of $115,000, related costs
of $10,694, and the assumption of certain liabilities of the seller aggregating
$185,000. Microsonics owned certain assets for the manufacture and marketing of
microphonograhic and microrecord products. The excess purchase price over and
above the net assets acquired $(235,219) was allocated to proprietary
technology, which is being amortized over ten years, the estimated life of the
related products which the Company intends to market.

Sale of Microsonics Assets - On December 18, 1992, Microsonics, pursuant to an
Asset Purchase Agreement, sold its furniture and equipment, together with
certain rights, title and interest in certain patents and processes associated
therewith for $250,000 cash and a royalty of 2% of net revenues on all sales
and licensing revenue of or from microphonograph players and microrecord
players up to a maximum of $1 million. The Company retained the proprietary
rights to the related technology to be used in the sale of "notable figure"
cards, "notable item" cards and related players. Microsonics utilized the
cost recovery method of accounting which resulted in no gain or loss being
reported from this transaction.

On April 4, 1993, Microsonics assigned all of its right, title and interest in
and to payments of royalties pursuant to the Asset Purchase Agreement to
STELLAR. STELLAR pledged its right, title and interest in and to payments of
such royalties as security to $2,000,000 of promissory notes issued pursuant to
a private placement offering dated March 31, 1993.

Purchase of Sports Memorabilia - On November 19, 1992, STELLAR entered into an
agreement, as amended, with Norman K. Brander ("Brander"), a founder, former
officer and former director of STELLAR, to acquire the issued and outstanding
capital stock in a newly formed Florida

<PAGE> 54
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Significant Transactions (cont.)
corporation into which Brander contributed sports memorabilia having an
estimated retail value of $500,000 in exchange for 500,000 shares of common
stock of STELLAR and cash of $100,000 of which $50,000 remains to be paid to
Mr. Brander. Stellar recorded the amount due to Mr. Brander as a dividend
payable. No value was assigned to the Sports Memorabilia as Brander had a
nominal basis in the inventory. The transaction was closed on January 11,
1993.

On June 21, 1993, STELLAR incorporated a new wholly owned subsidiary,
International Sports Collectibles, Inc. STELLAR contributed the sports
memorabilia, together with the related contractual obligation to Collectibles.

Purchase of Centennial Sports Promotions, Inc. ("CSP") - On January 1, 1993,
STELLAR entered into a Stock Purchase Agreement pursuant to which, on January
7, 1993, STELLAR purchased 80% of the issued and outstanding capital stock of
CSP for $155,000 payable as follows: $25,000 in cash and $130,000 in common
stock of STELLAR (130,000 common shares). The full purchase price of $155,000,
together with related legal and closing costs aggregating $870 were recorded as
goodwill, which is being amortized over ten years, the estimated market life of
the trademarks which were acquired in the acquisition of CSP. CSP is engaged
in the business of marketing sports apparel and related promotional items.

Transfer of inventory and liabilities to STELLAR - During 1994, Brander raised
certain claims with respect to inventory of the company held in part by
Brander. Due to the claims outstanding, the Company transferred the inventory
of sports memorabilia and lithographs of jazz greats at a cost of $231,333,
together with liabilities of $73,365 to STELLAR which was offset against
$157,968 of advances from STELLAR.

5. Inventories - As of December 31, 1994 , the components of inventory were as
follows:

<TABLE>
<S> <C>
Sports memorabilia $ 158,341
Cager Classic apparel 14,578
---------
$ 172,919
=========
</TABLE>

<PAGE> 55
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Inventories (cont.)
The inventory of sports memorabilia has been pledged as security for
$2,000,000 of promissory notes issued by STELLAR pursuant to a private
placement offering Dated March 31, 1993.

6. Other Assets - Other assets as of December 31, 1994, are comprised of the
following:

<TABLE>
<CAPTION>
1994
----------
<S> <C>
Deposit on production set $ 61,702
Proprietary technology 130,661
Goodwill 126,421
Other 4,681
---------
$ 323,465
=========
</TABLE>

7. 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 pretax income as a result of the following
differences at December 31:

<TABLE>
<CAPTION>
1994 1993
--------- ---------
<S> <C> <C>
Income tax provision (benefit), at 34% $(579,075) $(578,359)
Increase (decrease) in rates resulting from:
Non-deductible items 1,201 3,714
State and local taxes, net (61,697) (61,749)
Valuation allowance for recognized
deferred tax assets 639,571 636,394
--------- ---------
Effective tax rates $ -0- $ -0-
========= =========
</TABLE>

<PAGE> 56
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7. Income Taxes (cont.)
Deferred tax assets are comprised of the following at December 31:

<TABLE>
<CAPTION>
1994 1993
---------- ---------
<S> <C> <C>
Business start-up expenditures $1,272,042 $ 634,695
Depreciation and amortization 31,503 29,278
Loss carryforwards 111,887 111,887
---------- ---------
Gross deferred tax assets 1,415,432 775,860
Deferred tax assets valuation allowance (1,415,432) (775,860)
---------- ---------
Total deferred tax assets $ -0- $ -0-
========== =========
</TABLE>

Centennial, acquired in 1993, had a net operating loss carryforward of $ 47,663.

A valuation allowance was established in the same amount as the deferred tax
assets acquired because the benefit is more likely than not to be lost.
Certain of the acquired net operating losses 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 available for utilization in a particular year depending upon numerous
factors, including valuation of the acquired companies. These net operating
losses can only be utilized by the acquired companies in a particular year to
the extent of the fair market value of the acquired companies on the date of
the change of control multiplied by a statutory tax-exempt interest rate, which
is approximately 7 percent. The net operating loss carryforwards for U.S. tax
purposes expire, if not utilized against future taxable income, beginning 2006
and continue through 2009.

8. Related Party Transactions - During 1994, and 1993, STELLAR billed the
Company and its subsidiaries fees for management and accounting services
aggregating $1,150,000 in 1994 and $976,536 in 1993, which were charged to Due
Parent Company as an advance. Stellar charged the Company for common expenses
based on estimated time or charges incurred by Stellar on the Company's behalf.
Management asserts that the fees charged to the Company approximate the cost
that would have been incurred if TSSN had operated on a stand alone basis.

The Company issued a note payable to STELLAR, as of December 31, 1993 in the
amount of $1,258,116 in satisfaction of the balance of the Due Parent Company
account. The note provided for interest at 7% per annum and was payable in
cash or by the issuance of 1,729,908 (as adjusted for stock split) shares of
common stock, at the option of the Company.

<PAGE> 57
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Related Party Transactions (cont.)
On November 30, 1994, the Company satisfied the note payable by issuance of
1,729,908 shares of common stock to STELLAR. In addition, the Company issued
2,018,226 shares of common stock in satisfaction of additional advances by
STELLAR aggregating $403,645.

9. Stockholders' Equity

Change in Authorized Shares and Stock Split - On January 13, 1994, the Board
of Directors amended the Company's Articles of Incorporation to increase the
Company's authorized capital stock from 5,000 shares of common stock to
60,300,000 shares of common stock. The Board of Directors also authorized a
stock split of the Company's common stock equal to 11,000 shares for 1 share,
and changed the par value from $1.00 per share to $.000082918 per share. All
presentations in these financial statements reflect the stock split.

Warrants - On January 15, 1994, the Board of Directors of STELLAR Inc. granted
warrants to the holders of certain STELLAR common stock. The warrants
entitled the holder to purchase one (1) share of common stock for every two (2)
shares of STELLAR common stock held at $.50 per share. Stellar shareholders
exercised warrants to purchase 356,000 shares of common stock with cash
proceeds of $178,250. All remaining warrants expired on February 18, 1994.

<PAGE> 58
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Additional Cash Flow Statement Information -
The non-cash effect of the acquisition of Microsonics and the sale of
Microsonics assets during 1992 as follows:

<TABLE>
<CAPTION>
Acquisition Sale of Assets
----------- --------------
<S> <C> <C>
(Increase) decrease in assets:
Furniture, Fixtures and Equipment (134,079) 132,186
Other assets
Proprietary technology (235,219) 71,892
Other (45,922) 45,922
--------- ---------
(415,220) (250,000)
--------- ---------
Increase in liabilities:
Accounts payable and accrued liabilities 104,526
Prepayment of royalty income 100,000
--------- ---------
Increase (decrease) in cash $(310,694) $ 350,000
========== =========
</TABLE>

The non-cash effect of the acquisition of Centennial during 1993 as follows:

<TABLE>
<S> <C>
Goodwill $ 155,870
Due to parent (common stock issued by Stellar) (130,000)
---------

Cash investment $ 25,870
=========
</TABLE>

<PAGE> 59
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Additional Cash Flow Statement Information (cont.) -

The noncash effect of the acquisition of Collectibles in 1993 follows:

<TABLE>
<S> <C>
Contractual obligation due to Brander $ 100,000
Due to parent - Declaration of distribution of capital
by Stellar (100,000)
---------
-0-
=========
</TABLE>

The noncash affect of the transfer of inventories and liabilities to Stellar in
1994 follows:

<TABLE>
<S> <C>
Inventory $ 231,333

Contractual obligation due to Brander (50,000)
Due to parent (181,333)
---------
-0-
=========
</TABLE>

In connection with the purchase of TSSN by STELLAR, the Company recorded the
excess purchase price ($2,158) over the net assets acquired as goodwill with a
corresponding credit to additional paid-in capital.

11. Subsequent Event -

EVRO Corporation - On March 14, 1995, EVRO Corporation (EVRO) acquired 98.35%
of the issued and outstanding common stock of the Company from STELLAR in
exchange for 16,759,038 shares of EVRO's common stock or 77.1% of the EVRO
shares of common stock which will then be issued and outstanding. EVRO issued
to STELLAR 500,000 shares of restricted common stock at closing and has agreed
to issue the remaining shares following the completion of an increase in EVRO's
authorized shares of common stock. EVRO has agreed to offer to acquire the
remaining 1.65% of the Company's issued and outstanding common stock which are
held by minority shareholders in exchange for an aggregate of 281,418 shares of
EVRO's common stock.

<PAGE> 60
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Subsequent Event (cont.) -

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 EVRO's common stock,
other than STELLAR, will be issued a stock dividend consisting of EVRO's 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.

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 pro rata 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 ($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.

The Company is currently seeking to raise additional capital through the sale
of the EVRO's capital stock in one or more private equity offerings to
primarily fund the TSSN operations. Upon successful completion of the private
equity offerings, the Company intends to redeem its Series D Preferred Stock in
exchange for all of THI's issued and outstanding capital stock.

<PAGE> 61
THE SPORTS & SHOPPING NETWORK, INC.
(A Development Stage Company)
(A Subsidiary of The STELLAR Companies, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. Subsequent Event (cont.) -

For financial reporting purposes this transaction will be accounted for as a
reverse merger under which the companies will be recapitalized to include the
historical financial information of the Company, and the assets and liabilities
of EVRO will be revalued to reflect the market value of EVRO's common stock.

American Collectible Network, Inc.

On April 26, 1995, EVRO Corporation ("EVRO") entered into a binding Letter of
Intent (which was modified on May 5, 1995) to acquire not less than 80% of
America's Collectibles Network, Inc. ("ACN") and to merge ACN into The Sports &
Shopping Network, Inc. ("TSSN") in exchange for the requisite number of EVRO's
preferred stock which shares shall be convertible into 1,850,000 shares of
EVRO's restricted common stock, immediately after the Company increases its
authorized shares of common stock. If the merger has not taken place on or
before May 31, 1995, then either ACN or EVRO shall have the right to terminate
the Letter of Intent. If neither Party has exercised its right to terminate by
June 2, 1995, then the Letter of Intent will automatically be extended to June
30, 1995. The Letter of Intent is void after June 30, 1995. The Company
expects to account for this transaction as a purchase.

In addition, EVRO has also agreed to provide or cause to be provided
approximately $550,000 of working capital to ACN, $50,000 of which is to be
advanced within fifteen (15) business days of the date of the Modification of
the Binding Letter of Intent. Funding of the remaining working capital
commitment is to be provided over the 90 day period immediately following the
completion of the merger. In consideration for agreeing to the provisions in
the Modification of the Binding Letter of Intent, EVRO paid ACN a $50,000
non-refundable deposit.

58
<PAGE> 62
APPENDIX A

EVRO CORPORATION

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 28, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Each of the undersigned, as the owner(s) as of January 31, 1996, of common
stock, Series E Convertible Preferred Stock, Series F Convertible Preferred
Stock, or Series M Convertible Preferred Stock (collectively "Voting Stock") of
the EVRO Corporation, a Florida corporation (the "Company") hereby appoints
Thomas L. Jensen, Chairman of the Board and O. Don Lauher, and each of them,
jointly and severally, as attorney-in-fact and proxy, each with full power of
substitution for the limited purpose of voting all shares of the Voting Stock
owned by the undersigned at the Special Meeting of Shareholders of the Company
to be held at The Radisson Maingate Inn, 7501 W. Irlo Bronson Memorial Highway,
Kissimmee, Florida 34747 at 10:00 A.M., February 28, 1996, and at any
adjournments thereof, but only in accordance with the following instructions:

If you are unable to attend the meeting personally, the Board of Directors
request that you complete and mail this proxy to insure adequate shareholder
representations at the Meeting. As this proxy is being solicited by the Board
of Directors, you are encouraged to contact any member of the Incumbent Board
if you have any question concerning this proxy or the matters referenced
herein.

(Continued on reverse side)

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<S> <C> <C>
1.Election of Directors Nominees: Thomas L. Jensen, Stephen H. Cohen,
D. Jerry Diamond, Donald R. Mastropietro
FOR all nominees WITHHOLD
listed to the right AUTHORITY (Instruction: To withhold authority to vote for any
(except as marked to vote for all nominees individual nominee named above, strike a line through
to the contrary) listed to the right the nominee's name:)

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2. Amend the Articles of Incorporation to increase the number of authorized shares of common stock from 2,500,000 to
100,000,000, each with a par value of $.001.

FOR AGAINST ABSTAIN

3. Amend the Articles of Incorporation to increase the number of authorized shares of preferred stock from 1,250,000 to
25,000,000, each with a par value of $.001..

FOR AGAINST ABSTAIN

4. Change the Company's name as set forth in the Articles of Incorporation from the EVRO Corporation to Diversified
Broadcasting Company, Inc.

FOR AGAINST ABSTAIN

5. Purchase the fractional shares resulting from a previous one for twenty reverse stock split.

FOR AGAINST ABSTAIN

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). If none of the choices
specified in Proposals 1, 2, 3, 4 and 5 shall be marked, the name proxy
is authorized and directed to vote FOR the proposals as described therein
and in accordance with that certain Proxy Statement dated ____ __, 1996.

Dated: , 1996
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(Signature)

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(Printed Name)

If signing in a fiduciary or representative capacity, please give full
title as such. If signing as a corporate officer, please give your title
and full name of the corporation; or if ownership is i more than one
name, each additional owner should sign.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
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