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OMB APPROVAL
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OMB NUMBER: 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE...14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Topro, Inc.
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(Name of Issuer)
Common Stock, $.0001 par value
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(Title of Class of Securities)
89078-G-10-4
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(CUSIP Number)
Donna A. Key, Esq. c/o Key & Mehringer, P.C., 555 17th Street, Suite 3405,
Denver, Colorado 80202
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 28, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1. Name of Reporting Person
Social Security or I.R.S. Identification No. of above Person
Jon Walker & Imogene Walker
SS# ###-##-#### SS # ###-##-####
2. Check the Appropriate Box If a Member of a Group
/ / A
/ / B
3. Sec Use Only
4. Source of Funds*
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
US citizen
Number of 7. Sole Voting Power
Shares -0-
Beneficially
Owned by 8. Shared Voting Power
Each -0-
Reporting
Person 9. Sole Dispositive Power
With -0-
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
-0- Reporting Persons sold all shares of Topro, Inc. Common Stock
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* / /
13. Percent of Class Representing by Amount in Row (11)
-0-
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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CUSIP NO. 89078-G-10-4
Page: 3
ITEM 1. SECURITY AND ISSUER
Common Stock, $.0001 par value per share
Topro, Inc.
2525 West Evans Avenue
Denver, Colorado 80219
ITEM 2. IDENTITY AND BACKGROUND
(a) The Reporting Persons are Jon Walker and Imogene Walker
(b) The mailing and business address of the Reporting Persons is:
Jon Walker and Imogene Walker
2830 Ferry Street
Albany, OR 97321
(c) Until May 30, 1997, Jon Walker was principally engaged as an officer
and director of the issuer, Topro, Inc. located at 2525 West Evans
Avenue, Denver, Colorado 80219. Thereafter, he is a consultant to the
issuer.
(d) During the last five years, the Reporting Persons have not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Persons have not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Reporting Persons were
or are subject to a judgement, decree or final order enjoining future
violations of, or prohibiting mandating activities subject to, federal
or state securities laws or finding any violations with respect to
such laws.
(f) Both Reporting Persons, Jon Walker and Imogene Walker, are citizens of
the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Each Reporting Person acquired the securities through an exchange of
shares with Topro, Inc. for the stock owned int he acquired
corporation ACT, Inc.
ITEM 4 PURPOSE OF TRANSACTION
The Reporting Persons sold all their shares of Topro, Inc. common
stock or an aggregate of 929,432 shares and are no longer beneficial
owners.
ITEM 5 INTEREST IN THE SECURITIES OF THE ISSUER
(a) Prior to the sale of shares, the Reporting Persons beneficially owned
929,432 shares, representing approximately 7.9% of the Issuer's
outstanding common stock as of that date. Subsequent to the sale, the
Reporting Persons are no longer beneficial owners of Topro, Inc.'s
common stock.
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(b) The Reporting Persons have no power to vote and dispose of any shares
of common stock.
(c) The Reporting Persons sold an aggregate of 929,432 shares,
representing approximately 7.9% of the Issuer's common stock as of
that date.
(d) No other person has the right or the power to direct the receipt of
dividends or the proceeds from the sale of the securities reported
herein.
(e) The reporting person ceased to be the beneficial owner of more than
five percent of the class of securities on May 28, 1997.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
SIGNATURE
After reasonable inquiry and to be best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 20, 1997 /s/ Jon Walker
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Jon Walker
/s/ Imogene Walker
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Imogene Walker
Attention: Intentional misstatements or omissions of fact constitute Federal
Criminal violations (see 18 U.S.C. 1001)
