TOPRO INC, 10KSB/A, 1997-10-27

TOPRO INC
10KSB/A, 1997-10-27
ELECTRICAL INDUSTRIAL APPARATUS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A NO.1

X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
- --- Act of 1934

For the fiscal year ended June 30, 1997
or
Transition report pursuant to section 13 or 15 (d) of the Securities
- --- Exchange Act of 1934

Commission file number: 0 - 19167

TOPRO, INC.
-----------------------------------------------------------------
(Exact name of Small Business issuer in its charter)

Colorado 84-1042227
- ------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification. No.)
incorporation or organization)

2525 West Evans Avenue, Denver, Colorado 80219
- ---------------------------------------- ----------
(Address of principal executive offices) (zip code)

Issuer's telephone number, including area code: (303) 935-1221
----------------

Securities registered pursuant to Section 12(b) of the Act: None.
-----
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $.0001 par value
------------------------------
Common stock redeemable purchase warrants
-----------------------------------------

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes X No
----- -----

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-KSB or any
amendment to this Form 10-KSB .
---

State issuer's revenues for its most recent fiscal year: $36,843,000
-----------

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and ask prices of such stock, as of a specified date within the past 60
days. On August 28, 1997, the aggregate market value of voting stock held by
non-affiliates, based on the closing price as quoted by the NASDAQ Stock Market,
was $100,229,000.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. Shares of common stock, $.0001 par
value, outstanding as of August 28, 1997: 16,497,738 shares.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes No X
---- -----

1
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TOPRO, INC.

FORM 10-KSB

Table of contents

PART I Page

Item 1 Description of business. 3

Item 2 Description of property. 8

Item 3 Legal proceedings. 9

Item 4 Submission of matters to a vote of security
holders. 9

PART II

Item 5 Market for common equity and related stockholder
matters. 9

Item 6 Management's discussion and analysis or plan
of operation. 10

Item 7 Financial statements. 16

Item 8 Changes in and disagreements with accountants
on accounting and financial disclosure. 17

PART III

Item 9. Directors and executive officers; Compliance
with Section 16(a) of the Exchange Act. 17

Item 10. Executive compensation. 19

Item 11. Security ownership of certain beneficial owners and
management. 22

Item 12. Certain relationships and related transactions. 24

PART IV

Item 13 Exhibits and reports on Form 8-K. 24

2
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TOPRO, INC.

FORM 10-KSB

FORWARD-LOOKING STATEMENTS

Statements made in this Form 10-KSB that are not historical or current facts
are "forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Act and Section 21E of the 1934 Act. These statement often
can be identified by the use of terms such as "may," "will," "expect,"
"anticipate," "estimate," or "continue," or the negative thereof. The Company
intends that such forward-looking statements be subject to the safe harbors for
such statements. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the
date made. Any forward-looking statements represent management's best judgment
as to what may occur in the future. However, forward-looking statements are
subject to risks, uncertainties and important factors beyond the control of the
Company that could cause actual results and events to differ materially from
historical results of operations and events and those presently anticipated or
projected. These factors include adverse economic conditions, entry of new and
stronger competitors, inadequate capital, unexpected costs, failure to
integrate operations of recently acquired subsidiaries and failure to
capitalize upon access to new clientele. Additional risks and uncertainties
which may affect forward-looking statements about the Company's Plant Y2K
One-TM- business and prospects include the possibility that a competitor will
develop a more comprehensive or less expensive Y2K solution, delays in market
awareness of Topro and its product and service solutions, possible delays in
Topro product roll out, which could have an immediate and material adverse
effect by placing Topro behind its competitors for a time sensitive product
and inability to engage qualified staff as needed. The Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

ITEM 1. DESCRIPTION OF BUSINESS.

DEVELOPMENT OF BUSINESS.

Topro, Inc., and its subsidiaries, doing business as TAVA Technologies, Inc.,
(the "Company"), a leading control systems integrator, provides software
applications, system design and configuration in the manufacturing process
control industry. Process control systems are sophisticated computer
controlled packages of measurement instruments and other devices that provide
automatic control of manufacturing processes while acquiring, converting and
storing process data for use by operators and management information systems.
Manufacturing and process industries utilize the Company's products and
services to realize greater efficiencies in operation.

From its formation in 1974 through fiscal 1994, the Company operated primarily
through its subsidiary Topro Systems Integration, Inc. ("Topro Systems").
Through Topro Systems, the Company is engaged in designing, developing,
assembling, marketing and servicing integrated process control systems
primarily to governmental and municipal entities for water and waste-water
treatment plants and, to a lesser extent, to industrial customers in the
chemical, petroleum, mining, electric power and food processing industries.
During 1991, the Company acquired Tech Sales, Inc. ("Tech Sales"). Through
Tech Sales, the Company acted as a manufacturer's representative and
distributed components and devices used in process control applications.

During fiscal 1995, the Board of Directors appointed its current Chief
Executive Officer as part of a plan to address and improve the Company's
performance. At that time, the Board approved a strategic plan to re-focus the
Company's operations in its core business of control systems integration.

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TOPRO, INC.

Commencing in fiscal 1996, the Company has expanded its core business of
control system integration through select acquisitions of other system
integration companies in new geographical and application markets. The
acquisition strategy was founded on identifying quality regional or specific
market control systems integration companies and using their established infra-
structures to bring the Company's products and services to new markets. In
addition, the acquired companies bring significant new vertical market
expertise and technologies to the Company that can be applied in its
established geographical markets. The Company believes this broad geographical
coverage and position in multiple vertical markets is a competitive advantage.

Executing this strategy, during July 1995, the Company acquired Management
Design and Consulting Services, Inc. ("Management Design"), an Atlanta, Georgia
based system integration company. Management Design provides control hardware,
technical design and programming services for upgrading of existing factory
automation systems.

Effective January 1996, the Company acquired Advanced Control Technology, Inc.
("Advanced Control"), an independent control system integration company
headquartered in Albany, Oregon. Advanced Control is a leading control system
integrator with acknowledged leadership in certain vertical markets including
wood products, aerospace, grain handling, and computer aided dispatch.

In May 1996, the Company acquired Vision Engineering Corporation ("Vision"), a
leading control systems integration company based in Cypress, California with
sales and engineering offices in Sacramento, Los Angeles, Phoenix and Chicago
and sales offices in Boston and Puerto Rico. Vision has a significant market
position in the food processing, pharmaceutical packaging and electronic
component manufacturing industries.

Effective December 1, 1996, the Company acquired All Control Systems, Inc.
("All Control"), another leading independent control system integration company
headquartered in West Chester, Pennsylvania. Within the control system
industry, All Control was an established leader in the development of specific
application products to provide packaged solutions to meet identified industry
specific automation needs. As an example, All Control developed automated
batching products for the baking industry, BakeOne-TM-, and for the beverage
industry, BevOne-TM-. All Control provides the Company with a strong presence
in the Mid Atlantic and Northeast Region and enjoys a strong market reputation.

Management believes these acquisitions have given the Company a significant
competitive advantage. The Company's combined staff allows it to address
projects of a size and scope that other smaller control system integration
companies cannot. The Company's geographic reach through branch offices
positions it to address the total national needs of customers with diverse
manufacturing locations. Management believes the Company is one of the nations
largest independent systems integration companies operating at the process
control level. The Company will continue its growth pattern through additional
selective acquisitions.

The Company has retained key management personnel from each of the acquired
organizations and has promoted certain other employees to senior management
positions in the combined organization. During the year ended June 30, 1997,
the Company added to its senior management structure and centrally located the
group at its corporate headquarters in Denver, Colorado.

As a critical aspect of its strategy, during fiscal 1995 the Company
discontinued the activities and operations of Sharp Electric Construction
Company ("Sharp"). The Company acquired Sharp, a full service electrical
contracting firm, in 1993. The Company anticipated that the acquisition of
Sharp would improve its ability to secure process control projects with
electrical construction requirements and to expand its ability to handle field
installations. In spite of various management changes and attempts to

4
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TOPRO, INC.

strategically reposition the business, Sharp continued to produce operating
losses. As a consequence, in May 1995, the Company sold substantially all of
the assets of Sharp and discontinued its operations. Sharp's operating losses
during fiscal 1996 and 1997 are included in the Company's financial
statements under discontinued operations. Management believes the operations
of Sharp have been completed and does not anticipate additional expenses
associated with Sharp or other discontinued operations.

During fiscal 1995, management determined that the operations of Tech Sales
were of marginal strategic value and historic profit contribution was negative.
As a result, the Company sold certain assets of Tech Sales during fiscal 1995.
Consequently, the operations of Tech Sales were formally discontinued during
January 1996. The costs of terminating the Tech Sales operations are reflected
in the Company's financial statements for the fiscal year ended June 30, 1996
under discontinued operations.

Through 1995, the Company invested in a company, Direct Measurement Corporation
("DMC"), which developed and marketed products utilizing a unique gas flow
measuring method. During the year ended June 30, 1996, the Company sold its
remaining investment in DMC but, as a condition of that sale, retained a future
royalty interest in sales of DMC products. DMC has been purchased by Food and
Machinery Corporation which is obligated under the royalty agreement. No
royalty income has been generated to date.

NARRATIVE DESCRIPTION OF BUSINESS.

The Company is a project based industrial technology company that develops,
produces and markets control system integration products and services that
provide factory and other automation solutions to industry. Through its wholly-
owned subsidiaries, the Company provides software applications, system design
and configuration for manufacturing and other process control systems. The
Company markets its systems, products and services to industrial customers in
the chemical, petrochemical, pharmaceutical, aerospace, wood products, mining,
electric power and food processing industries and to users of advanced
communication networks that are based on fiber optics, microwave and radio.

The Company develops and maintains a library of industrial software
applications for specific vertical market and industry requirements. The
Company has developed a limited number of proprietary factory automation
systems which it sells through its direct sales force and regional
distributors.

The control systems products and services that the Company provides are based
on Programmable Logic Controllers, Computer Numerical Controllers, DDC
Controllers networked with an Operator Interface, usually a Personal Computer,
using both text and graphics to display the plant or system operation and
performance characteristics usually in real-time. The information systems are
either personal computer or mini-computer based and are networked to a control
system in order to gather operational data concerning the plant or system,
enabling customers to make better decisions about the operations of their plant
or system. Distribution of these systems is done through a direct sales force
reporting to an Executive Vice President and National Sales Manager (hired
subsequent to June 30,1997) and through a distribution network for certain
products.

These process control and information systems use hardware manufactured by
suppliers such as Allen-Bradley, General Electric, Square D, Modicon, Texas
Instruments, Digital Equipment Corporation, IBM, Hewlett Packard and others.
The purchased products are readily available on a national basis and the
Company is not dependent upon any particular supplier or group of suppliers.
The purchased products are assembled into a system at the Company's operating
facilities and are configured to the custom software that is written to
accommodate the specified application at those particular customer locations.
Performance tests are conducted on each system and are witnessed and approved
by the customer prior to shipment for installation.

5
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TOPRO, INC.

Contracts for the systems, including hardware and software, are negotiated and
are generally for a fixed price for a well defined scope of work. Before
commencing a project, the Company consults with the customer to develop: a
functional description document defining what the project will accomplish; a
design document to define how the project will be undertaken to satisfy those
objectives and acceptance test procedures, which define in advance how the
project will be determined to be complete.

In late fiscal 1997, the Company signed a strategic alliance agreement with
PacifiCorp Energy Services, Inc., a division of PacifiCorp Holdings, Inc., a
leading electrical utility with international operations headquartered in
Portland, Oregon. The alliance agreement addresses the joint development of
business in automating utility and industrial power distribution substations.
The alliance combines the automation technology and know-how of Topro with the
utility specific experience and know-how of the PacifiCorp engineering
resources.

During the fourth quarter of fiscal 1997, the Company announced a major
business initiative based on its PlantY2KOne-TM- suite of products and services
designed to address year 2000 compliance problems in process control and
factory automation systems.

The PlantY2KOne-TM- product suite includes a methodology designed specifically
to address the manufacturing and process floor environment, an inventory and
compliance database that includes vendor information for commonly used
factory automation hardware and software components and search engines that
locate date related code in application programs.

The methodology includes assessment, analysis, planning and remediation phases.
The process begins with an assessment in which the overall project is defined
and organized. An inventory of all process control hardware and software is
then completed. In the analysis phase, that inventory is examined, component
by component, with the Company's database of vendor year 2000 compliance
statements and custom code is analyzed with its search engines to reveal date
usage. The conversion planning stage addresses the results of the analysis to
develop a plan for bringing the client's system into year 2000 compliance. The
final stage is to execute the remediation plan.

The Company supplies either "end to end" consulting services built upon the
methodology and use of the database and tools, or it will sell the methodology,
tools and database access, packaged on CD ROM supported by internet access to
the client for self execution. The CD ROM version of the product is in late
stage development and is expected to be available to market in October 1997.

During the first 60 days after introduction, the Company received more than a
dozen engagements for its Y2KOne-TM- services. In addition, the Company has
received more than 10 requests for proposals for multi-plant engagements.
Though only in its early stages of these engagements, which makes forecasting
difficult, the Company believes its Y2KOne-TM- product and services hold
significant near-term commercial opportunity. To properly support that
opportunity, the Company will have to add significant staff, perhaps as many as
150 engineers. Further, it will have to make additional investment in product
development.

Management believes that its pursuit of year 2000 business opportunities will
have long-term effects on its operations. In addition to the near-term effect
of increased revenues and improved margins, the Company expects that these
efforts will expand its client base for its core business of system
integration.

Subsequent to June 30, 1997, the Company signed preliminary distribution
agreements with major automation hardware and software suppliers, including
Wonderware, Inc. and Square D Company, a division of Groupe Schneider, and is
developing a strategic alliance agreement with Fluor Daniel, Inc. that will
include marketing its products and services to Fluor Daniel customers.

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TOPRO, INC.

During fiscal 1997, the Company provided process control systems and services
to national firms including the following:

Coca-Cola Baxter Hunt-Wesson
Nestle Nabisco Hershey
Westshore Pipeline Boeing Fluor Daniel
Hewlett Packard O.C. America Construction AMAX Minerals
Cyprus Minerals Marshall Hyman Unocal Corporation

Sales to one customer accounted for approximately 18% of the Company's total
contract revenue during the year ended June 30, 1997. During 1996, no one
customer accounted for more than 10% of total revenue.

In Denver, Colorado, the Company operates a service division that provides
instrumentation calibration and small scope system configuration services to
local customers on a "demand" service basis. This work is generally done at the
customer's facility. The group employs eight to ten technicians on a full time
basis. These technicians also occasionally support larger system integration
engineering projects.

COMPETITION.

Many firms throughout the United States provide control systems integration
services comparable to those offered by the Company. The Company believes that
the dominant practice among firms in the control systems integration business
is to focus their competitive efforts on a single geographic region or a
particular marketplace. Examples include vertical market prominence (water and
waste-water treatment, power-generation, petroleum, mining, and chemical
industries) or functional prominence (programmable logic control, distribution
control systems, and data acquisition). By focusing upon a particular market,
many firms typically acquire expertise, specialized resources and business
relationships that result in a competitive advantage only within that market.

The Company believes that through its acquisition strategy, it has assembled a
broad range of market expertise which, when combined with its large resource
base and diverse geographical presence, gives it competitive advantages over
many other firms. Because of its resource base, the Company can address
projects of a size and scope many other integrators cannot. The Company's
geographic reach gives it a competitive advantage in serving customers that
have multiple manufacturing facilities spread across the country.

While most independent control system integrators are much smaller than the
Company, there are some general engineering firms which are larger and better
financed. The Company may compete in certain markets with these firms but
generally not across all markets.

RESEARCH AND DEVELOPMENT.

The Company conducts limited research and development through both customer
funded projects or internal research projects. Costs are incurred in specific
system projects that employ existing technologies for which feasibility
previously has been established to develop applications within specific
industries. These applications are produced to have broad application in
specific industries. Production costs for the development of the software used
in these projects for which technological feasibility has been established but
before ready for sale, are capitalized when broad applications are identified.
This investment is designed to create both improved margins through repeat
sales of applications in specific vertical markets and to improve the Company's
competitive position in these markets. Costs that are incurred prior to
determining technical and market feasibility are expensed. The Company will be
increasing its research

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TOPRO, INC.

and development activities as it continues the development of its Plant
Y2KOne-TM- product and plant automation products.

BACKLOG.

At June 30, 1996 and 1997, the sales order backlogs for the Company's products
and services were approximately $8,837,000 and $12,153,000, respectively.
Certain of the Company's contracts require the provision of its services as a
smaller portion of a large contract. Consequently, the Company can not always
control the timing of the execution of its work on a specific project. This
restriction may prevent contracted backlog from being completed within an
ensuing twelve month period.

EMPLOYEES.

At June 30, 1997, the Company had 318 full-time employees. That number
includes 179 engineers, designers, and project managers; 43 wiring, assembly,
and fabrication workers; 30 sales persons; 24 service and other technicians and
42 administrative personnel, including its Executive Officers. No employee is
represented by a labor union and the Company believes its employee relations
are good.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company maintains leased facilities and one owned building at the following
locations.

<TABLE>
Square Term of Current
Function Location Feet lease annual rent
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Corporate headquarters and 2525 West Evans Avenue 32,000 April 1999 $148,000
Topro Systems, engineering Denver, CO
and manufacturing facilities.

Topro Systems, engineering 1800 West Broadway 6,000 January 2001 $ 50,000
facilities. Phoenix, AZ

All Control, engineering 905 Airport Road 35,000 April 2004 $365,000
and manufacturing facilities. West Chester, PA

Advanced Control, engineering 2830 Ferry Street 13,000 Owned(1) N/A
and manufacturing facilities. Albany, OR

Advanced Control, additional 2514 Ferry Street 12,000 July 2001 $ 72,000
facilities. Albany, OR

Advanced Control, engineering 3400 188th Avenue 1,000 Month-to- $ 12,000
office. Lynwood, WA month

Management Design, engineering 1360 Seaboard Ind. Blvd. 9,000 June 1998 $ 41,000
and manufacturing facilities. Atlanta, GA

Vision, engineering and 10855 Business Center Dr. 31,000 September 2001 $170,000
manufacturing facilities. Cypress, CA

Vision, engineering and sales 9940 Business Center Dr. 7,000 Month-to- $ 59,000
facilities. Sacramento, CA month

Vision, engineering and sales 760 Pasquinelli Dr. 4,000 April 1998 $ 65,000
facilities. Westmont, IL
- --------------------------------------------------------------------------------------------------------
</TABLE>

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TOPRO, INC.

(1) This property is subject to a $255,000 first mortgage held by a
bank, a second position security interest totaling $185,000 held by
a creditor, and a third position security interest securing a
$404,000 term loan from a bank. (See Note 8 to the consolidated
financial statements). Subsequent to June 30, 1997, the Company has
accepted an offer to sell this property to an unrelated party under
a lease back arrangement. The transaction is expected to close by
December 1997.

ITEM 3. LEGAL PROCEEDINGS.

There are no material legal proceedings pending to which the Company or any
of its officers or directors, in their capacities as such, is a party or to
which its property is subject, that have not been adequately reserved for.
At June 30, 1997, there is a dispute involving a claim by the Company for
damages included in its balance sheet under the caption of: Costs and
estimated earnings in excess of billings on uncompleted contracts, in the
amount of $2,200,000. The claim, in the total amount of $3,900,000, arises
from a dispute with a customer regarding contractual disagreements primarily
resulting from change orders. The Company is also party to various disputes
involving contractual matters of contract compliance and payment of its
billings. Management does not believe that the outcome of these disputes
will have a material adverse effect on the Company's results of operations,
its financial position or cash flows. The Company, in the routine course of
business, utilizes legal services to protect lien rights on projects to
secure payment of its outstanding accounts. At June 30, 1997, the Company
has reserves for potential losses on contracts and an allowance for doubtful
accounts in the amount of $2,445,000. (See "Management's Discussion and
Analysis of Financial Condition and Results of Operation -- Cash Flow.)"

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock, par value $.0001 per share, is traded under the
symbol TPRO on the automated quotation system of the National Association of
Securities Dealers Small-Cap Market ("NASDAQ"). The Company's outstanding
redeemable common stock purchase warrants are also quoted on NASDAQ under
the symbol TPROW. The warrants are exercisable to purchase one share of the
Company's common stock. During fiscal 1997, the Company extended the warrant
exercise period to expire on June 24, 1999 and reduced the exercise price
from $4.25 to $3.50 for one share of common stock.

The range of the high and low sales price quotations for the Company's common
stock as quoted by NASDAQ for the past two fiscal years is provided below :

Year ended June 30, 1997 High sales price Low sales price
- --------------------------------------------------------------------------------
Fourth quarter $2.13 $1.22
Third quarter $2.81 $1.22
Second quarter $3.38 $2.13
First quarter $2.88 $1.63
- --------------------------------------------------------------------------------

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TOPRO, INC.

Year ended June 30, 1996 High sales price Low sales price
- --------------------------------------------------------------------------------
Fourth quarter $2.88 $1.94
Third quarter $2.94 $1.50
Second quarter $1.88 $1.50
First quarter $1.94 $1.63
- --------------------------------------------------------------------------------

On August 28,1997, there were 475 record holders of the Company's common
stock and approximately 5,500 beneficial holders, including holders of shares
held in nominee or street name.

The Company has never declared a dividend on its common stock, and it is
anticipated that any earnings will be retained for use in its business for
the foreseeable future. The Company's ability to pay dividends is not
restricted under any of the various promissory notes, debentures or loan
agreements to which it is a party or under any other arrangements or
agreements to which it is a party, except that cumulative dividends on its
Series A convertible preferred stock must be paid before dividends may be
paid to common stockholders. The Company has not been in arrears on the
payment of preferred stock dividends.

The transfer agent for the Company's common stock is American Securities
Transfer, Incorporated, 938 Quail Street, Suite 101, Lakewood, CO 80215.

On April 29 and June 30, 1997, the Company sold 100,000 and 33,334 shares,
respectively, of its Series A Convertible Preferred Stock and granted 300,000
and 100,000 common stock purchase warrants, respectively, in a private
placement. The Company received proceeds in the amounts of $1,500,000 and
$500,000, respectively. Each share of preferred stock has a stated value of
$15.00 per share and is convertible at any time at the holder's option into
10 shares of the Company's $.0001 par value common stock at a rate of $1.50
per share of common stock, subject to adjustment. The preferred shares will
automatically convert into common stock if, after one year from issue, the
closing price of the Company's common stock for 20 consecutive trading days
is $3.00 or more or on April 30, 2002, whichever occurs first. Each share of
preferred stock shall receive a 6% cumulative dividend, payable quarterly,
based upon its stated value and has voting rights on matters submitted to a
vote of common stockholders equal to the number of common shares into which
it may be converted. Each warrant may be exercised at any time until June 30,
1999 to purchase one share of the Company's common stock for $2.00 per share.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

FISCAL YEAR ENDED JUNE 30, 1997 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1996:

During the two year period ended June 30, 1997, the Company made acquisitions
of four private companies, all of which were engaged in businesses similar to
its own. Three of the acquisitions were accounted for under the purchase
method of accounting, which requires that operating results of the acquired
companies be included in the Company's financial statements from the time of
acquisition forward. The acquisitions occurred relatively evenly spread over
the periods. These three companies had annual revenues and gross profit
margins similar to those of the Company. As a consequence, comparisons of
changes in the Company's operating results from year to year are difficult
to make.

Through its acquisition strategy, the Company has significantly increased its
technology asset base, its professional staff and its geographical reach. As
a result, the Company is now able to secure and staff larger individual
projects and increase business opportunity by bringing its newly acquired
technologies and expertise to different geographical and application markets.
Management believes this offers a competitive advantage in the Company's
markets.

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TOPRO, INC.

The 1996 statement of operations and related footnote disclosures contain
information on two subsidiaries whose operations were discontinued during
that year. At June 30, 1997, the remaining obligations of those entities
have been completed. Losses from discontinued operations were $106,000 and
$1,871,000 for the years ended June 30, 1997 and 1996, respectively.
Management does not believe that remaining obligations, if any, will have an
impact on the Company's operations in the future. The following analysis
discusses only the continuing operations of the Company.

During the year ended June 30, 1997, the Company incurred an after tax loss
from continuing operations in the amount of $2,629,000. Although gross
profit margins improved, overhead expenses, particularly the non-cash
expenses incurred for depreciation, $767,000, amortization of goodwill and
capitalized software, $815,000, a provision for doubtful accounts, $944,000
(creating a total allowance at June 30, 1997 in the amount of $2,075,000) and
adjustments relating expenses anticipated to be incurred in connection with
the acquisition of Vision, $250,000, contributed significantly to the net
loss. During the fourth quarter of fiscal 1997, management made a decision
to increase the allowance for doubtful accounts based on its opinion of risks
associated with collectibility. In addition, based upon its assessment of an
anticipated contractual dispute settlement, management determined that it was
appropriate to create a reserve for expenses anticipated to be incurred in
connection with it. A charge to income from continuing operations in the
amount of $250,000 was made during the fourth quarter of fiscal 1997. This
charge created a reserve which management believes is adequate to cover
these contingencies.

Revenues increased by $16,210,000 or 79% to $36,843,000 during the year ended
June 30, 1997 as compared to revenue of $20,633,000 in 1996. The current year
reflects the contributions of $9,833,000 and $9,825,000 from All Control and
Vision, respectively. Vision's revenues were included for only two months of
the pervious year, while All Control's were not included at all. Further,
the current year includes a full twelve months of contribution from Advanced
Control, which was acquired as of January 1, 1996. Advanced Control's
revenues for the current year were $7,570,000. During the year ended June
30, 1996, Advanced Control's operations were included for only six months.
Its revenues during that period were $4,820,000.

The Company's business includes resale of hardware, software and
subcontracting services to customers. These activities generally are passed
through to customers at lower gross margins than labor services or
proprietary product sales. The Company's revenue mix between the resale
hardware, software and subcontracting services to value added labor and
proprietary products, can have significant impact on both revenues and gross
margins between accounting periods.

The successful introduction of the Y2KOne-TM- program will bring a new revenue
stream into the organization. In addition to consulting and implementation
revenues, the Company expects to receive licensing fees from the sale of its
proprietary software tool kits and access to its database.

Gross profit increased by $6,565,000 or 110% to $12,521,000 during the year
ended June 30, 1997, as compared to gross profit of $5,956,000 in 1996. All
Control and Vision contributed gross profits of $2,762,000 and $4,340,000,
respectively, for the current year. The consolidated results of operations
resulted in an increase in gross profit percentage from 29% in 1996 to 34%
during 1997. This increase is significant in that it demonstrates improved
product mix and improved project execution. Since the Company's contracts are
generally fixed price and include material, subcontracts, labor engineering
and installation, it is not possible to accurately determine the gross profit
margin on the individual contract components. Generally, the Company develops
its project bids assuming a material and subcontract markup of approximately
10%. Applying this general assumption to the year ending June 30,1997 would
suggest a gross profit margin on labor engineering services and installation
of approximately 50%. The composition of costs of goods sold during the year
ended June 30, 1997 was approximately 57% material and subcontractor costs
and approximately 43% labor, overhead and other costs. Since material and

<PAGE>

TOPRO, INC.

subcontracts are resold to customers at a lower gross margin than labor
services and proprietary product sales, the revenue mix impacts the Company's
gross profit margin and will continue to impact the gross profit margin in
the future.

The Y2KOne-TM- service offering is an internal labor intensive initiative.
Subcontractor and material costs will not contribute as significantly to cost
of goods sold as does the Company's core business. In addition, the tools and
database software carry gross margins higher than the Company historically
has obtained on its core business. If the Company is successful with
Y2KOne-TM- implementation and depending upon the extent that its revenues
contribute to total revenue, gross profits should increase during the second
half of the next fiscal year.

Selling, general and administrative expenses increased by $6,295,000 or 107%
to $12,168,000 for the year ended June 30, 1997. Selling expense accounted
for $553,000 of the increase and general and administrative expense accounted
for the remaining $5,742,000. The increases are attributable to the general
increase in the Company's business levels and acquisitions. The Company now
operates from nine branch locations across the United States, each of which
carries attendant operating expenses such as salaries, rent and local
administration. Further, the Company recently has added members to its
executive management group and has centrally located them at its corporate
office in Denver, Colorado. During the year, the Company made considerable
investments in developing a national sales organization, developing and
installing a uniform operating structure and methodology and the initial
development stages of the Y2KOne-TM- program. Since its growth expectations
will depend to a certain extent on future acquisitions, management
anticipates that the level of selling, general and administrative expenses
will continue to grow in order to support the expanded operations, but will
decrease as a percentage of sales.

Amortization of goodwill resulting from the acquisitions totaled $479,000 for
the year ended June 30, 1997 compared to $114,000 for the preceding year.
Amortization expense in the amounts of $189,000, $162,000 and $128,000 were
attributed to Vision, Advanced Control and All Control, respectively.

The Company capitalizes the cost of developing software products after
achieving technological feasibility and before ready for sale, when it
believes there is an after-market for future use of the technology. During
the years ended June 30, 1997 and 1996, the Company capitalized $1,174,000
and $572,000, respectively, of software development costs. Amortization
expense of the capitalized costs was $336,000 and $36,000 for 1997 and 1996,
respectively.

Interest expense increased by $607,000 to $987,000 for the year ended June
30, 1997 when compared to the previous year. The increase is due to the debt
financing incurred to support the working capital needs of the acquired
companies and the bank credit lines and notes assumed as part of the
acquisitions. Subsequent to June 30, 1997, the holder of $2,685,000 of
long-term convertible debt elected to convert it to common stock. This
reduction in debt will contribute to lower interest costs in future years.

Although the Company incurred a consolidated net loss, a provision for income
taxes at the state level was necessary because there were profitable
operations in a state which does not permit the filing of a consolidated
income tax return. The Company recorded an income tax provision in the
amount of $110,000 during the year ended June 30, 1997. The Company
recognized a 100% valuation allowance on its net deferred tax asset since it
could not be determined if it was more likely than not it would be realized.

The Company expects that its growth and acquisition strategy will continue to
provide opportunities to improve earnings through volume increases and
greater operating efficiencies at both the direct and overhead expense levels.

<PAGE>

TOPRO, INC.

The Company has undertaken a number of programs to effect the sharing of
resources and technologies among branch locations and markets. The
beneficial effect of these programs is not always immediate and will take
time to have a significant cumulative effect. Management believes that a
positive impact of these programs can be achieved in the near-term future.

LIQUIDITY AND CAPITAL RESOURCES FOR THE YEAR ENDING JUNE 30, 1997.

The following summarizes the sources of debt and equity funding during the
year ending June 30, 1997.

In September and October of 1996, the Company issued $150,000 of 12%
unsecured subordinated promissory notes. In January and March 1997, a total
of $100,000 of the notes were repaid and $50,000 of the notes were converted
to common stock.

On October 30, 1996, the Company issued $1,200,000 of its 9% convertible
debentures to provide working capital funding. This indebtedness is
collateralized by a security interest in the assets of the Company including
assets of Advanced Control, Management Design, All Control, Vision and
Topro. The Company also pledged the shares of its subsidiaries to secure
repayment of the debenture.

On November 27, 1996, the Company closed a private offering of 700,000 shares
of its common stock to institutional and accredited investors. Net proceeds
to the Company, after legal and broker fees totaling $80,000, were
approximately $970,000. Proceeds were used for working capital and repayment
of short-term debt.

During November 1996, the Company received a request from the holders of its
8% 270-day convertible debentures to convert the notes into the its common
stock. The entire principal in the amount of $375,000 plus accrued interest
was converted into 214,285 common shares at the price of one share per $1.75
of principal.

On March 31, 1997, holders of the Company's 10% senior convertible notes in
the amount of $350,000 converted their notes into units of its securities at
the rate of $.67 for each $1.00 of principal plus accrued interest. Each
unit consisted of one share of common stock and one warrant to purchase
common stock. The warrants are exercisable to purchase one share of common
stock for $1.00 per share until March 31, 2000.

On March 13, 1997, the Company called 1,043,449 redeemable stock purchase
warrants, representing an equal number of underlying common shares, for
redemption. The stock purchase warrants were exercisable by the holders to
purchase one share of common stock at rates of $1.00 and $1.75 per share.
Holders of warrants representing 906,327 shares of common stock exercised
their rights thereunder. The Company received proceeds in the amount of
$906,000. Upon the expiration of the exercise period, 122,836 warrants to
purchase common stock for $1.00 per share and 14,286 warrants to purchase
common stock for $1.75 per share were canceled due to non-exercise by the
holders.

During April 1997, the holder of stock purchase warrants to purchase 32,870
and 24,537 shares of common stock for $.67 and $1.00, respectively, exercised
its rights thereunder. The Company received proceeds in the amount of
$46,560.

During April 1997, the Company lowered the exercise price from $4.25 to $1.00
per share to holders of stock purchase warrants to purchase 214,284 shares
of common stock. The warrants were originally issued in connection with the
sale of common stock by the Company. The holders exercised their rights
thereunder and the Company received proceeds in the amount of $214,284.

<PAGE>

TOPRO, INC.

During April 1997, the Company lowered the exercise price and extended the
exercise period of its 662,000 publicly traded warrants. The warrants'
exercise price was reduced to $3.50 from $4.25 and the exercise period was
extended from June 17, 1997 until June 24, 1999. The warrants were originally
issued in connection with the sale of common stock by the Company. The stock
purchase warrants are redeemable by the Company at the exercise price if the
closing price of its common shares is $6.38 or more for 20 consecutive
trading days.

Subsequent to June 30, 1997, the Company has received proceeds of $4,616,000
upon the exercise by the holders of 3,001,101 stock options and stock
purchase warrants for 3,001,101 shares of common stock. Proceeds have been
used for general working capital, including repayment of bank debt and the
reduction in accounts payable. Further, subsequent to June 30, 1997, the
holders of the Company's 9% convertible debentures have converted $2,685,000
of long term debt into 1,790,032 shares of its common stock.

During the past eighteen months, the Company has assumed debt obligations
to three banks in the course of executing its acquisition strategy.
According to the terms of these debt agreements, the Company is required to
repay one of these obligations by November 30, 1997. This facility is
comprised of a revolving line of credit in the amount of $75,000 and a term
note in the amount of $404,000. The Company has commenced discussions with
the lender regarding a short-term extension of this facility and is
reasonably confident that the maturities will be extended. Under the terms
of the other two credit facilities, the Company is required to repay the
facilities by January 1, 1998. As of June 30, 1997, the Company owed
$1,143,000 under these facilities.

The Company has continued the process of securing replacement financing
for its short-term debt obligations. The Company plans to consolidate
its outstanding debt obligations into one or two larger credit
facilities and secure an increase in its revolving credit facility to
provide improved capacity to handle the short-term working capital
requirements of the larger projects and its anticipated revenue growth.
While a firm commitment has not yet been received, the Company has
received proposals and is reasonably confident that it will be
successful obtaining this financing. If the Company is not successful
in refinancing these facilities, its overall liquidity would be
negatively impacted and default could result in acceleration of other
obligations, including the 9% convertible debentures. (See "Management's
discussion of liquidity" below.)

Accounts receivable and accounts payable.

In the course of the past twelve months, the Company has experienced severe
cash flow issues, primarily as a result of the rapid growth of a semiconductor
fabrication facility expansion project undertaken for a customer. The
project has more than doubled in size from its inception as a result of scope
increases and massive functional requirement changes. The invoice processing
system employed by the customer was inadequate to the task of keeping up with
the changes they were directing. As a result, the Company has had significant
and disproportionate working capital tied up in accounts receivable, retention
and change order processing on this one project. As a consequence, management
was forced to delay payment of its accounts to preserve maximum possible
liquidity. The Company has had to repeatedly force the issue of improved
invoice processing with the customer's management. In addition, the Company
believes it has substantial claims in excess of the original contract amount
that will be recovered through the claims process. As of June 30, 1997, the
Company has recognized revenue of $2,200,000 associated with this claim which
it believes is in excess of $3,900,000. Accounts receivable and costs in
excess of billings

<PAGE>

TOPRO, INC.

relating to this project at June 30, 1997 totaled $4,489,000 with obligations
related to this project in the amount of $737,000. Management believes these
assets will be fully realizable although litigation may be required. As of
September 15, 1997, work on this project is substantially complete. Should
the Company not be successful in realizing these amounts, liquidity would be
negatively impacted.

As of June 30, 1997, the Company elected to increase its allowance for
doubtful accounts by incurring a provision expense of $944,000 for the year.
This expense resulted in the Company having an allowance for doubtful
accounts of $2,075,000 at June 30, 1997. The allowance account was
increased based on the increase in size of the Company's general business and
individual contracts as well as review its over 90 day accounts receivable
and costs in excess of billings. The allowance account is reviewed regularly
by management.

As of June 30, 1997, the Company had accounts payable in excess of 90 days
past invoice date in the amount of $3,435,000. The Company anticipates
utilizing collection of receivables and proceeds of any additional financing
to reduce trade accounts payable. Some of the extended accounts payable
relate to disputes with vendors regarding the performance of their equipment
and subcontractors to the Company of projects where the Company has extended
accounts receivable.

Capital expenditures.

The Company has no material commitments for capital expenditures. The
Company anticipates capital spending to upgrade its computer network and for
the development of hardware and software in fiscal 1998. These expenditures
are anticipated to be made from cash flow, cash resources on hand and
proceeds of debt or equity financings as resources are available.

Cash flow.

During the year ended June 30, 1997, the Company experienced negative cash
flow from continuing operations in the amount of $868,000. This is an
improvement of $1,450,000 when compared to cash used in continuing operations
during the preceding year. Cash used in discontinued operations was $554,000
and $1,198,000 during the years ended June 30, 1997 and 1996, respectively.
The improved cash flow from operating activities was primarily attributed to
improved accounts receivable collections and the reduction in cash used in
discontinued operations.

Cash used in investing activities increased by $1,593,000 to $1,897,000
during the year ended June 30, 1997 when compared to the preceding year. The
increase is primarily attributed to an increase in software development costs
of $602,000 and acquisition costs of subsidiaries of $522,000.

Cash provided by financing activities was $3,990,000 for the year ended June
30, 1997 compared to $3,823,000 for the preceding year. The Company received
net proceeds in the amounts of $4,217,000 and $1,411,000 from the sale of
equity securities and the issuance of notes and other borrowings,
respectively, during the year. Principal repayments on debt obligations
during the year ended June 30, 1997 were $1,503,000.

Management's discussion of liquidity.

The Company has incurred losses for the previous five years and has
experienced negative cash flow from operations. As of June 30, 1997, the
Company had working capital of $168,000 and has bank debt totaling
$1,764,000 maturing within the next six months. The Company is aggressively
pursuing new product development (Plant Y2KOne-TM-) and anticipates additional
working capital will be required to complete product development and
establish volume sales.

<PAGE>

TOPRO, INC.

During July and August 1997, the Company received proceeds in the amount of
$4,616,000 through the exercise by the holders of 3,001,101 stock options and
stock purchase warrants. These proceeds have been applied to improve working
capital, including payment of accounts payable, reduction in debt, payment
of normal operating expenses and increasing cash balances. It is management's
belief that additional working capital in the near-term will be required to
support operations and anticipated revenue growth. As of August 31, 1997, the
Company had outstanding exercisable stock purchase warrants and stock options
for common shares which, if exercised, would generate approximately $6,205,000
in cash proceeds.

It is management's intent to improve liquidity and cash flow from operations
through the following activities:

1) Improve the Company's profitability and working capital management.
2) Generate cash proceeds through the exercise of outstanding options
and warrants.
3) Prudent use of a credit facility.
4) Issue additional equity, if required.

In an effort to improve the Company's profitability and working capital
position, management is:

1) Investing in product development designed to improve gross margins.
2) Improving project performance by centralizing cash management, financial
and accounting functions.
3) Improving contract management by standardizing appropriate terms and
conditions.
4) Negotiating more favorable payment terms with the Company's customers
and suppliers.
5) Continuing to focus on changing the Company's revenue mix to a
higher labor content and higher margin product sales.

Management believes the above programs will be sufficient to improve
operating results, improve cash flow from operations and that additional debt
and equity financing will be available to support the Company's operations.

ITEM 7. FINANCIAL STATEMENTS.

Reports of independent certified public accountants. F-1

Consolidated balance sheet at June 30, 1997. F-3

Consolidated statements of operations for the years ended
June 30, 1997 and 1996. F-5

Consolidated statements of stockholders' equity for the years
ended June 30, 1996 and 1997. F-6

Consolidated statements of cash flows for the years ended
June 30, 1997 and 1996. F-7

Notes to consolidated financial statements. F-9

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Topro, Inc.
Denver, Colorado

We have audited the accompanying consolidated balance sheet of Topro, Inc.
and subsidiaries as of June 30, 1997 and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended.
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 audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Topro,
Inc. and subsidiaries at June 30, 1997 and the results of their operations
and their cash flows for the year then ended in conformity with generally
accepted accounting principles.

BDO Seidman, LLP

Denver, Colorado
September 26, 1997

F-1

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Topro, Inc.
Denver, Colorado

We have audited the consolidated balance sheet of Topro, Inc. and
subsidiaries as of June 30, 1996 (not separately presented herein) and the
accompanying related consolidated statements of operations, stockholders'
equity and cash flows for the year then ended. 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 audit.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Topro,
Inc. and subsidiaries as of June 30, 1996, and the results of their
operations and their cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Hein + Associates LLP

Denver, Colorado
October 4, 1996

F-2

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

June 30, 1997

<TABLE>
Pro forma
- -------------------------------------------------------------------------------------
ASSETS (Note 8) (Note 16)
<S> <C> <C>
CURRENT ASSETS:
Cash (Note 13) $ 907,000 $ 3,215,000
Receivables:
Trade, net of allowance for doubtful accounts
of $2,075,000 (Note 6) 6,097,000 6,097,000
Other receivables 20,000 20,000
Costs and estimated earnings in excess of billings
on uncompleted contracts (Note 7) 5,712,000 5,712,000
Inventories 174,000 174,000
Prepaid expenses and other 222,000 222,000
- -------------------------------------------------------------------------------------
Total current assets 13,132,000 15,440,000

PROPERTY AND EQUIPMENT, at cost:
Building and land 850,000 850,000
Furniture and equipment 2,820,000 2,820,000
Leasehold improvements 786,000 786,000
- -------------------------------------------------------------------------------------
4,456,000 4,456,000
Accumulated depreciation and amortization (1,823,000) (1,823,000)
- -------------------------------------------------------------------------------------
Net property and equipment 2,633,000 2,633,000

CAPITALIZED SOFTWARE COSTS, net of accumulated
amortization of $401,000 2,025,000 2,025,000

OTHER ASSETS:
Excess of cost over fair value of assets acquired,
net of accumulated amortization of $634,000 (Note 4) 8,538,000 8,538,000
Debt issuance costs, net of accumulated amortization
of $64,000 274,000 274,000
Other assets 284,000 284,000
- -------------------------------------------------------------------------------------
TOTAL ASSETS $26,886,000 $29,194,000
- -------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

F-3

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

June 30, 1997

<TABLE>
Pro forma
- -----------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY (Note 16)
<S> <C> <C>
CURRENT LIABILITIES:
Line-of-credit (Note 8) $ 75,000 $ 75,000
Current portion of long-term debt (Note 8):
Related parties 142,000 142,000
Financial institutions and other 1,823,000 1,823,000
Capital lease obligations 111,000 111,000
Accounts payable 7,247,000 4,939,000
Billings in excess of costs and estimated earnings
on uncompleted contracts (Note 7) 1,478,000 1,478,000
Accrued expenses 1,718,000 1,718,000
Reserve for contract losses (Note 13) 370,000 370,000
- -----------------------------------------------------------------------------------------
Total current liabilities 12,964,000 10,656,000

LONG-TERM DEBT, net of current portion (Note 8):
Financial institutions and other 5,332,000 2,647,000
Capital lease obligations 90,000 90,000
- -----------------------------------------------------------------------------------------
Total long-term debt 5,422,000 2,737,000

Deferred gain (Note 13) 24,000 24,000
- -----------------------------------------------------------------------------------------
Total liabilities 18,410,000 13,417,000

COMMITMENTS AND CONTINGENCIES (Notes 3, 7 and 13)

STOCKHOLDERS' EQUITY (Notes 10, 11 and 12):
Preferred stock, par value $.0001 per share; authorized
10,000,000 shares, 133,334 shares issued and outstanding -- --
Common stock, par value $.0001 per share; authorized
200,000,000 shares, 11,709,605 shares issued
and outstanding, 16,500,738 shares issued
and outstanding pro forma 1,000 2,000
Additional paid-in capital 15,998,000 23,298,000
Accumulated deficit (7,523,000) (7,523,000)
- -----------------------------------------------------------------------------------------
Total stockholders' equity 8,476,000 15,777,000
- -----------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $26,886,000 $29,194,000
- -----------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

F-4

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended June 30,
1997 1996
- -------------------------------------------------------------------------------

REVENUES $36,843,000 $20,633,000

COST OF SALES 24,322,000 14,677,000
- -------------------------------------------------------------------------------
GROSS PROFIT 12,521,000 5,956,000

EXPENSES:
Sales expenses 2,297,000 1,744,000
General and administrative expenses 9,871,000 4,129,000
Bad debt expense 944,000 51,000
Amortization of capitalized software costs
and goodwill 815,000 150,000
Subsidiary acquisition purchase adjustment
(Note 4) 250,000 --
- -------------------------------------------------------------------------------
14,177,000 6,074,000
OTHER INCOME (EXPENSE):
Gain on sale of assets 8,000 435,000
Interest expense (987,000) (380,000)
Other 116,000 79,000
- -------------------------------------------------------------------------------
(863,000) 134,000

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE
INCOME TAX EXPENSE (2,519,000) 16,000

Income tax expense (Note 9) (110,000) --
- -------------------------------------------------------------------------------
Income (loss) from continuing operations (2,629,000) 16,000

DISCONTINUED OPERATIONS (Note 5):
Loss on disposal (106,000) (1,871,000)
- -------------------------------------------------------------------------------
NET LOSS $(2,735,000) $(1,855,000)
- -------------------------------------------------------------------------------
NET LOSS APPLICABLE TO COMMON SHAREHOLDERS $(2,750,000) $(1,855,000)
- -------------------------------------------------------------------------------
NET LOSS PER SHARE:
Continuing operations $ (0.30) $ --
Discontinued operations (0.01) (0.40)
- -------------------------------------------------------------------------------
NET LOSS PER SHARE $ (0.31) $ (0.40)
- -------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING 8,882,000 4,655,000
- -------------------------------------------------------------------------------

The accompanying notes are an integral part of the consolidated
financial statements.

F-5

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the years ended June 30, 1996 and 1997

<TABLE>
Additional
Preferred stock Common stock paid-in Accumulated
Shares Amount Shares Amount capital deficit
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, July 1, 1995 -- $ -- 3,375,628 $1,000 $ 4,178,000 $(2,918,000)
Shares issued for cash in private placements, net -- -- 845,000 -- 757,000 --
Shares issued for conversion of 12% 180 day
debentures and accrued interest -- -- 390,000 -- 488,000 --
Shares issued to employees as compensation -- -- 2,000 -- 1,000 --
Shares issued for acquisition of Advanced Control -- -- 1,657,000 -- 1,657,000 --
Shares issued for conversion of senior notes and
accrued interest -- -- 94,775 -- 63,000 --
Shares issued in payment of Advanced Control debt -- -- 65,000 -- 105,000 --
Warrants issued with convertible debentures -- -- -- -- 38,000 --
Shares issued for acquisition of Vision -- -- 200,000 -- 300,000 --
Options issued for acquisition of Vision -- -- -- -- 90,000 --
Shares issued for payment of accounts payable -- -- 10,000 -- 10,000 --
Warrants issued for services -- -- -- -- 87,000 --
Net loss -- -- -- -- -- (1,855,000)
- ----------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 1996 -- -- 6,639,403 1,000 7,774,000 (4,773,000)

Shares issued for cash in private placements, net 133,334 -- 880,000 -- 2,984,000 --
Shares issued for conversion of 8% notes -- -- 214,285 -- 375,000 --
Shares issued for conversion of 12% notes and
accrued interest -- -- 35,000 -- 53,000 --
Shares issued for conversion of 10% senior notes
and accrued interest -- -- 548,436 -- 367,000 --
Shares issued for financing fees and extensions -- -- 40,000 -- 99,000 --
Shares issued for acquisition of All Control -- -- 1,883,333 -- 2,825,000 --
Shares issued for acquisition of Vision -- -- 201,130 -- 289,000 --
Shares issued upon exercise of warrants -- -- 1,178,018 -- 1,167,000 --
Shares issued upon exercise of stock options -- -- 90,000 -- 66,000 --
Options and warrants issued for outside services -- -- -- -- 52,000 --
Deferred debt costs upon conversion of debt -- -- -- -- (53,000) --
Preferred stock dividends -- -- -- -- -- (15,000)
Net loss -- -- -- -- -- (2,735,000)
- ----------------------------------------------------------------------------------------------------------------------------------

Balance, June 30, 1997 133,334 $ -- 11,709,605 $1,000 $15,998,000 $(7,523,000)
- ----------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of the consolidated financial statements.

F-6
</TABLE>

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30,
1997 1996
- ----------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations $(2,629,000) $ 16,000
Adjustments to reconcile income (loss)
to cash used in continuing operating
activities:
Depreciation 767,000 296,000
Amortization 815,000 150,000
Provision for doubtful accounts 813,000 61,000
Gain on sale of fixed assets (8,000) (435,000)
Issuance of compensatory options and warrants 52,000 18,000
Common stock issued for interest
and other fees 99,000 37,000

Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables 3,740,000 (1,942,000)
Costs and estimated earnings in
excess of billings (1,886,000) (378,000)
Inventories (26,000) 73,000
Prepaid expenses and other 9,000 (43,000)
Increase (decrease) in:
Accounts payable (32,000) 104,000
Billings in excess of costs
and estimated earnings (1,528,000) 82,000
Accrued expenses and other (1,054,000) (357,000)
- ----------------------------------------------------------------------------
Net cash used in continuing operating activities (868,000) (2,318,000)
Discontinued operations:
Loss from discontinued operations (106,000) (1,871,000)
Change in assets 526,000 1,294,000
Decrease in accounts payable (974,000) (621,000)
- ----------------------------------------------------------------------------
Net cash used in discontinued operations (554,000) (1,198,000)
- ----------------------------------------------------------------------------
Net cash used in operating activities (1,422,000) (3,516,000)
- ----------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisitions of subsidiaries 3,000 202,000
Purchase of investment -- (229,000)
Sale of investments -- 350,000
Proceeds from sale of property and equipment 13,000 --
Purchase of property and equipment (217,000) (95,000)
Acquisition costs of subsidiaries (522,000) --
Capitalized software development costs (1,174,000) (572,000)
Proceeds from notes receivable -- 40,000
- ----------------------------------------------------------------------------
Net cash used in investing activities (1,897,000) (304,000)
- ----------------------------------------------------------------------------

The accompanying notes are an integral part
of the consolidated financial statements.

F-7
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30,
1997 1996
- -------------------------------------------------------------------------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from issuance of notes and other
borrowings 1,411,000 12,396,000
Principal payments on notes and other borrowings (1,503,000) (9,556,000)
Deferred note and other financing costs (120,000) (284,000)
Proceeds from the sale of stock and exercise
of warrants and options, net of offering
costs of $336,000 4,217,000 1,267,000
Preferred stock dividends (15,000) --
- -------------------------------------------------------------------------------
Net cash provided by financing activities 3,990,000 3,823,000
- -------------------------------------------------------------------------------

INCREASE IN CASH 671,000 3,000

CASH, BEGINNING OF YEAR 236,000 233,000
- -------------------------------------------------------------------------------

CASH, END OF YEAR $ 907,000 $ 236,000
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid for interest $ 1,049,000 $ 294,000
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Common stock issued in the acquisition of All
Control $ 2,825,000 $ --
Conversion of notes, accrued interest and debt
issue costs to common stock 742,000 588,000
Common stock issued in the acquisition of Vision 289,000 390,000
Purchase of equipment under long-term lease 32,000 --
Notes payable cancelled in exchange for equity
investment -- 760,000
Common stock issued in the acquisition of
Advanced Control -- 1,657,000
Common stock issued as payment of accounts payable -- 10,000
Warrants issued in connection with convertible debentures -- 38,000
- -------------------------------------------------------------------------------

The accompanying notes are an integral part
of the consolidated financial statements.

F-8

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND NATURE OF BUSINESS.

Topro, Inc. ("Topro" or the "Company") designs, develops, assembles, markets
and services control system integration products. Integrated control systems
are sophisticated computer hardware and software control packages of
measurement instruments and control devices that provide automatic control of
manufacturing processes. The Company also operates a service division that
provides instrument calibration and system configuration services. Prior to
February 1996, it also acted as a distributor and manufacturer's representative
for instrumentation and control valve products through its subsidiary, Tech
Sales, Inc. ("Tech Sales"). The operations of Tech Sales were discontinued
during February 1996 (See Note 5).

In August 1993, the Company acquired all of the outstanding common stock of
Sharp Electric Construction Company ("Sharp"). Sharp was primarily engaged in
the electrical project construction and service business. As discussed in
Note 5, the Company sold the assets of Sharp in May 1995.

In July 1995, the Company acquired all of the outstanding common stock of
Management Design & Consulting Services, Inc. ("Management Design").

In January 1996, the Company acquired all of the outstanding common stock of
Advanced Control Technology, Inc. ("Advanced Control").

In May 1996, the Company acquired all of the outstanding common stock of
Vision Engineering Holding Corporation ("Vision").

In December 1996, the Company acquired all of the outstanding common stock of
All Control Systems, Inc. ("All Control").

The above companies, with the exception of Sharp and Tech Sales, are engaged in
business activities similar to those of Topro.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
accounts of Topro, Tech Sales, Sharp, Management Design, Advanced Control,
Vision and All Control. Collectively, these entities are referred to as the
Company. All significant intercompany transactions and accounts have been
eliminated in consolidation.

CASH AND CASH EQUIVALENTS. The Company considers all highly liquid monetary
instruments with an original maturity of three months or less to be cash
equivalents. The Company maintains cash in bank deposit accounts which at
times may exceed Federally insured limits. The Company has not experienced any
losses in such accounts. The Company believes it is not exposed to any
significant credit risk with regard to cash and cash equivalents.

INVENTORIES. Inventories, which consist primarily of finished goods and
supplies, are stated at the lower of cost or market using the first-in, first-
out method of accounting.

PROPERTY AND EQUIPMENT. Property and equipment are stated at cost.
Depreciation is provided utilizing the straight-line method over estimated
useful lives.

F-9
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Estimated useful lives:
Asset Years
- ------------------------------------------------------------------
Buildings 31
Furniture and equipment 3-10
- ------------------------------------------------------------------

Major renewals and betterments are capitalized while expenditures for
maintenance and repairs are charged to expense as incurred.

LEASEHOLD IMPROVEMENTS. Leasehold improvements are stated at cost.
Amortization is provided utilizing the straight-line method over the terms of
the leases.

SOFTWARE DEVELOPMENT COSTS. Computer software development costs and other
research and development costs are charged to expense as incurred. Costs
incurred to develop product masters of computer software, for which
technological feasibility has been established but before ready for sale, are
capitalized. Capitalized software development costs are amortized on a product-
by-product basis each year based upon the greater of: (1) the amount computed
using the ratio of current year gross revenue to the sum of current and
anticipated future gross revenue for that product, or (2) five year straight-
line amortization. For the years ended June 30, 1997 and 1996, the Company
capitalized software development costs in the amounts of $1,174,000 and
$572,000, respectively. Amortization expense was $336,000 and $36,000 for the
years ended June 30, 1997 and 1996, respectively.

DEBT ISSUANCE COSTS. The costs related to the issuance of debt are capitalized
and amortized as interest expense over the term of the related debt.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS ACQUIRED. The Company amortizes
costs in excess of the fair value of net assets of businesses acquired using
the straight-line method over 15 years. Recoverability is reviewed annually or
sooner if events or circumstances indicate that the carrying amount may exceed
fair value. Recoverability is then determined by comparing the undiscounted
net cash flows of the assets to which goodwill applies to the net book value
including goodwill of those assets. The analysis necessary involve significant
management judgment to evaluate the capacity of an acquired business to perform
within projections.

INCOME RECOGNITION. The Company utilizes the percentage of completion method
of accounting for all significant long-term contracts. The percentage of
completion method of reporting income takes into account the cost, estimated
earnings and revenue to date on contracts not yet complete.

The amount of revenue recognized is the portion of the total contract price
that the cost expended to date bears to the anticipated final total cost, based
upon current estimates of the cost to complete the contract. Contract cost
includes all labor and benefits, materials unique to or installed in the
project, subcontract costs and allocations of indirect costs. Selling, general
and administrative costs are charged to expense.

As long-term contracts extend over one or more years, revisions in estimates of
costs and earnings during the course of the work are reflected in the
accounting period in which the facts which require the revision become known.
At the time a loss on a contract becomes known, the entire amount of the
estimated loss is recognized in the financial statements. Contracts which are
substantially complete are considered closed for financial statement purposes.
Costs incurred on contracts in progress in excess of billings are classified as
a current asset. Amounts billed in excess of revenue earned are classified as
a current liability.

F-10
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income related to direct sales of equipment and parts is recognized upon
shipment.

INCOME TAXES. The Company accounts for income taxes under the asset and
liability method of accounting. The asset and liability method requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the financial statements or
income tax returns. Deferred tax assets and liabilities are determined based
upon the difference between the financial statement and income tax bases of
assets and liabilities using current income tax rates.

EARNINGS (LOSS) PER SHARE. Earnings (loss) per share is calculated by dividing
net income (loss) after deducting preferred stock dividends by the weighted
average common and common equivalent shares outstanding. Common stock
equivalents are not included when the effect is antidilutive.

USE OF ESTIMATES. The preparation of the Company's consolidated financial
statements in conformity with generally accepted accounting principles requires
its management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates. Significant estimates include the estimates
of costs to complete long-term contracts and net realizable values of
intangible assets. Due to uncertainties inherent in the estimation process, it
is at least reasonably possible that these estimates could change in the near-
term and that the revisions could be material.

CONCENTRATIONS OF CREDIT RISK. Credit risk represents the accounting loss that
would be recognized at the reporting date if counterparties failed to
completely perform as contracted. Concentrations of credit risk, whether on or
off the balance sheet, that arise from financial instruments exist for groups
of customers or groups of counterparties when they have similar economic
characteristics that would cause their ability to meet contractual obligations
to be similarly effected by changes in economic or other conditions.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The estimated fair values of financial
instruments under Statement of Financial Accounting Standards 107, "Disclosures
About Fair Values of Financial Instruments", are determined at discrete points
in time based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. The estimated fair
values of the Company's financial instruments, which includes cash, accounts
receivable, accounts payable, long-term debt and other debt, approximate their
respective carrying values in the consolidated financial statements at June 30,
1997.

STOCK OPTIONS AND STOCK PURCHASE WARRANTS. Accounting Principles Board Opinion
25, "Accounting for Stock Issued to Employees", is applied in accounting for
all employee stock option and stock purchase warrant arrangements.
Compensation cost is recognized for all stock options and stock purchase
warrants granted to employees when the exercise price is less than the market
price of the underlying common stock on the date of grant.

Statement of Financial Accounting Standards 123, "Accounting for Stock-Based
Compensation". Statement 123 requires pro forma disclosures regarding net
income (loss) as if compensation cost for stock options and stock purchase
warrants had been determined in accordance with the fair value based method
prescribed in Statement 123. Estimates of the fair value are made for each
stock option and stock purchase warrant at the date of grant by the use of the
Black-Scholes option pricing model.

F-11
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS. Statement of Financial
Accounting Standards 128, "Earnings per Share" and Statement of Financial
Accounting Standards 129 "Disclosure of Information About an Entity's Capital
Structure". Statement 128 provides a different method of calculating earnings
per share than is currently used in accordance with Accounting Principles Board
Opinion 15 "Earnings per Share". Statement 128 provides for the calculation of
"basic" and "diluted" earnings per share. Basic earnings per share includes no
dilution and is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of securities that
could share in the earnings of an entity, similar to fully diluted earnings per
share. Statement 129 establishes standards for disclosing information about an
entity's capital structure. Statements 128 and 129 are effective for financial
statements issued for periods ending after December 15, 1997. Their
implementation is not expected to have a material effect on the consolidated
financial statements.

Statement of Financial Accounting Standards 130, "Reporting Comprehensive
Income" and Statement of Financial Accounting Standards 131 "Disclosures About
Segments of an Enterprise and Related Information". Statement 130 establishes
standards for reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes
in equity except those resulting from investments by owners and distributions
to owners. Among other disclosures, Statement 130 requires that all items that
are required to be recognized under current accounting standards as components
of comprehensive income be reported in a financial statement that displays with
the same prominence as other financial statements. Statement 131 supersedes
Statement of Financial Accounting Standards 14 "Financial Reporting for
Segments of a Business Enterprise". Statement 131 establishes standards on the
way that public companies report financial information about operating segments
in annual financial statements and requires reporting of selected information
about operating segments in interim financial statements issued to the public.
It also establishes standards for disclosures regarding products and services,
geographic areas and major customers. Statement 131 defines operating segments
as components of a company about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.

Statements 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Because of the recent issuance of these
standards, management has been unable to fully evaluate the impact, if any, the
standards may have on the future financial statement disclosures. Results of
operations and financial position, however, will be unaffected by
implementation of these standards.

RECLASSIFICATIONS. Certain reclassifications have been made to the financial
statements for the year ended June 30, 1996 to conform to the current year
presentation. These reclassifications had no effect on the net loss.

NOTE 3. LIQUIDITY.

The Company has incurred net losses for the past five years and has experienced
negative cash flow from operations. In addition, the Company has $2,151,000 of
debt due during fiscal 1998. At June 30, 1997, the Company was not in
compliance with a loan covenant provision on certain of its debt. The lender
has granted a waiver of this violation. Management has taken the following
actions to improve the Company's cash flow and results of operations.

F-12
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

- - Management has developed and launched the Company's Plant Y2K program. It
is anticipated that this program will generate revenues and cash flow for the
Company and improve its gross margins.

- - During the two months subsequent to June 30, 1997, the Company received
$4,600,000 in proceeds from the exercise of stock options and stock purchase
warrants. This cash infusion, together with the reduction of $2,700,000 of
debt through conversion to common stock, has enhanced the Company's working
capital position.

- - The Company has added to its executive management group and centrally
located it at its corporate offices. This will better enable the Company to
consolidate the management functions of its operations and produce operational
efficiencies.

- - Improve project performance by beginning a program to centralize cash
management, financial and accounting functions.

- - Continue to pursue raising additional cash through the issuance of debt or
equity financing.

- - Continue to eliminate duplications in its cost structure and identify
areas where costs can be reduced.

Management believes that improved operating results will provide adequate cash
flow to meet operational needs for the foreseeable future. If necessary,
management believes that it will be able to obtain additional debt or equity
financing. Although there are no assurances that the Company will be able to
obtain additional financing or generate adequate cash flow to meet its
operational needs, management believes that actions taken and those that are
planned, will enable the Company to continue as a going concern.

NOTE 4. ACQUISITIONS.

In July 1995, the Company acquired all of the outstanding common stock of
Management Design in exchange for 200,000 shares of its common stock.
Management Design, located in Atlanta, Georgia, provides consulting and
engineering services related to the design, development, assembly and service
of integrated process control systems to customers in the southeastern United
States. The transaction was accounted for as a pooling of interests.

Effective January 1, 1996, the Company acquired all of the outstanding common
stock of Advanced Control in exchange for 1,657,000 shares of its common stock.
Advanced Control is a control system integration company located in Albany,
Oregon. The acquisition was accounted under the purchase method of accounting
and accordingly, the operating results of Advanced Control have been included
in the consolidated statement of operations from the date of acquisition. The
value of the consideration given amounted to of $1,657,000 and was determined
based upon the estimated fair value of the common stock issued and other costs
incurred in connection with the acquisition. The purchase price has been
allocated to the assets purchased and liabilities assumed based upon their fair
values at the date of acquisition. The excess of the purchase price over the
estimated fair value of the net assets acquired was $2,477,000 and is being
amortized over 15 years.

Immediately prior to the acquisition, Advanced Control sold the rights to
certain technology for $5,000 in cash and a $95,000 note receivable. The
Company obtained rights to acquire an equity interest in the purchasing entity.

F-13
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Effective May 1, 1996, the Company acquired all of the outstanding common
stock of Vision in exchange for 200,000 shares of its common stock and
options to acquire: 150,000 shares of its common stock for $2.25 per share
commencing October 1996, 150,000 shares of its common stock for $2.25 per share
commencing April 1997, 300,000 shares of its common stock for $2.50 commencing
January 1998 and 300,000 shares of its common stock for $2.75 commencing
January 1998. In March 1997, the Company issued an additional 100,000 shares
of its common stock as a result of Vision achieving certain earnings goals and
an additional 101,130 shares to satisfy other obligations assumed upon Vision's
acquisition. The estimated fair value of the additional 201,130 shares,
amounting to $289,000, has been added to the consideration paid for Vision and
recorded as additional goodwill. During the year ended June 30, 1997, an
acquisition adjustment relating to an anticipated contractual dispute
settlement, which was determined subsequent to the acquisition and amounting to
$250,000, was charged to operations. Vision is a control systems integration
company located in Cypress, California. The acquisition was accounted under
the purchase method of accounting and accordingly, the operating results of
Vision have been included in the consolidated statement of operations from the
date of acquisition. The value of the consideration given amounted to $679,000
and was determined based upon the estimated fair value of the common stock and
options issued and other costs incurred in connection with the acquisition.
The purchase price has been allocated to the assets purchased and liabilities
assumed based upon their fair values at the date of acquisition. The excess of
the purchase price over the estimated fair value of the net assets acquired was
$3,121,000 and is being amortized over 15 years.

Effective December 1, 1996, the Company acquired all of the outstanding common
stock of All Control in exchange for 1,883,333 shares of its common stock. Of
the shares issued in connection with the acquisition, 61,733 are being held in
escrow to satisfy any potential future income tax liabilities that may arise
from the tax treatment of capitalized software costs incurred prior to All
Control's acquisition. All Control is a control systems integration company
located in Westchester, Pennsylvania. The acquisition was accounted under the
purchase method of accounting and accordingly, the operating results of All
Control have been included in the consolidated statement of operations from the
date of acquisition. The value of the consideration given amounted to
$2,825,000 and was determined based upon the estimated fair value of the common
stock issued and other costs incurred in connection with the acquisition. The
purchase price has been allocated to the assets purchased and liabilities
assumed based upon their fair values at the date of acquisition. The excess of
the purchase price over the estimated fair value of the net assets acquired was
$3,574,000 and is being amortized over 15 years.

An officer of the Company is the majority owner of a company that has an option
to purchase certain of the All Control's software products relating to the
color printing industry. The option may not be exercised before November 1998
and extends through February 2000. The agreement provides that the option
price is to be equal to the then net book value of the software products to be
purchased.

The following unaudited pro forma summary combines the consolidated results of
operations of the Company, Advanced Control, Vision and All Control as if their
acquisitions had occurred at the beginning of the periods presented with pro
forma adjustments to give effect to amortization of goodwill, depreciation, and
interest expense on debt incurred in connection with the acquisitions. The pro
forma summary is not necessarily indicative of future operations or the results
that would have occurred had the transactions been consummated at the beginning
of the periods indicated.

F-14
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended June 30,
1997 1996
- ------------------------------------------------------------------------------
(Unaudited)
Net revenues $40,210,000 $38,435,000

Net loss $(3,175,000) $(5,130,000)

Loss per share $ (0.40) $ (.60)
- ------------------------------------------------------------------------------
NOTE 5. DISCONTINUED OPERATIONS.

During May 1995, the Company discontinued the operations of and completed the
sale of substantially all of the assets of Sharp for $50,000 cash and a
$50,000 note receivable, due through September 1995. In 1995, the Comany
recorded a loss on the sale of the Sharp assets of $134,000, which included
a provision for estimated future losses of $100,000. In 1996, the Company
recorded additional estimated losses of approximately $1,871,000, as a result
of the cost of completing the Sharp projects being significantly greater than
originally estimated. The loss incurred during 1997 resulted from the
completion of remaining projects. All contracts in progress at the time of
the sale have been completed at June 30, 1997.

During June 1995, the Company sold the assets of Tech Sales. Tech Sales'
operations were formally discontinued during February 1996.

The following is a summary of the Company's results from discontinued
operations:

Years ended June 30,
1997 1996
- ------------------------------------------------------------------------------
Revenues $ 423,000 $ 3,379,000

Loss on disposal $(106,000) $(1,871,000)
- ------------------------------------------------------------------------------

NOTE 6. TRADE RECEIVABLES.

The following is a summary of the Company's trade accounts receivable at
June 30, 1997:

- ------------------------------------------------------------------------------
Contract receivables:
Completed contracts $ 2,174,000
Uncompleted contracts 4,941,000
Retention 1,057,000
- ------------------------------------------------------------------------------
8,172,000
Less: allowance for doubtful accounts (2,075,000)
- ------------------------------------------------------------------------------

Contract receivables, net $ 6,097,000
- ------------------------------------------------------------------------------

Generally, the Company's contracts contain retention provisions that require
certain percentages of completion be achieved before amounts under contracts
may be billed. Retention is generally collected within one year after the
completion of a contract.

F-15

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has concentrations of credit risk along industry lines in
manufacturing, aerospace, mining and food processing customers. The Company
undertakes ongoing credit evaluation of its customers, however, collateral is
generally not required. The Company typically deals with subcontractors
under performance bonds and it generally has the right to file mechanics'
liens to secure contractual obligations. Management believes that the
allowance for doubtful accounts is sufficient to cover the Company's credit
risk.

Sales to one customer accounted for approximately 18% of total contract
revenues for the year ended June 30, 1997. During 1996, no one customer
accounted for more than 10% of total revenue.

NOTE 7. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS.

The following information is applicable to uncompleted contracts of continuing
operations at June 30, 1997:

- -------------------------------------------------------------------------------
Costs incurred on uncompleted contracts $ 54,400,000
Estimated earnings 10,136,000
- -------------------------------------------------------------------------------
64,536,000
Less: billings to date (60,302,000)
- -------------------------------------------------------------------------------
$ 4,234,000
- -------------------------------------------------------------------------------

These amounts are included in the accompanying balance sheet under the
following captions at June 30, 1997:

- -------------------------------------------------------------------------------

Costs and estimated earnings in excess of billings on
uncompleted contracts $ 5,712,000

Billings in excess of costs and estimated earnings on
uncompleted contracts 1,478,000
- -------------------------------------------------------------------------------
$ 4,234,000
- -------------------------------------------------------------------------------

Costs and estimated earnings in excess of billings on uncompleted contracts at
June 30, 1997 includes a claim, which is expected by management to be billed
and collected within one year. The claim arises from a dispute with a customer
over certain change orders and other contractual matters. The change orders
were made at the request of the customer. In the opinion of independent
contract analysis experts, the dispute over the change orders and other
contractual matters provides a valid claim against the customer. Revenue from
the claim is only recognized to the extent that contract costs relating to the
claim have been incurred During the year ended June 30, 1997, approximately
$2,200,000 of a $3,900,000 claim amount have been included in contract
revenues.

NOTE 8. LINES-OF-CREDIT, SHORT AND LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATIONS.

The following is a summary of the Company's indebtedness at June 30, 1997:

- -------------------------------------------------------------------------------
LINE OF CREDIT:
$500,000 line-of-credit pursuant to a loan agreement with a
financial institution, collateralized by substantially all assets
of Advanced Control and a deed of trust on its real property,
interest at the prime rate (2) plus 2.0% per annum. The line
expires in November 1997. $ 75,000
- -------------------------------------------------------------------------------
Total line-of-credit $ 75,000
- -------------------------------------------------------------------------------

F-16

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Line-of-credit, short and long-term debt and capital lease obligations
continued.

- -------------------------------------------------------------------------------
RELATED PARTY:

Notes payable to an officer and a director of the Company,
interest at 10.0% per annum payable semiannually, due on
demand, unsecured. $ 80,000

Notes payable to a director and former majority stockholders
of Vision, interest at 8.0% per annum, monthly payments of
$10,000, unsecured. 42,000

Note payable to relatives of a director and former majority
stockholders of Vision, interest at 10.0% per annum payable
quarterly, unsecured. 20,000
- -------------------------------------------------------------------------------
Total related party $ 142,000
- -------------------------------------------------------------------------------
SHORT-TERM DEBT:
Term loan pursuant to a loan agreement with a financial
institution, collateralized by substantially all assets of
Vision, interest at the prime rate (2) plus 2.0% per annum.
The loan matures in December 1997 and requires monthly
principal payments in the amount of $17,000 plus interest. $ 243,000

$1,000,000 term loan pursuant to a loan agreement with a
financial institution collateralized by substantially all
assets of All Control and guaranteed by an officer, interest
at the prime rate (2) plus 3.5% per annum, monthly principal
payments of $20,000. Prior to February 10, 1997, this
obligation was a $1,600,000 line-of-credit. In conjunction
with the acquisition of All Control, the line-of-credit was
converted to a term loan of $1,000,000 which is due on January
1, 1998. 900,000

Term loan pursuant to a loan agreement with a financial
institution collateralized by substantially all assets and a
deed of trust on the real property of Advanced Control.
Monthly principal and interest payments of $11,000, interest
at the prime rate (2) plus 2.5% per annum. The loan has a
balloon payment on the unpaid balance due November 1997. 404,000

Term loan payable to a bank, interest at the prime rate (2)
plus 2.0% per annum, collateralized by equipment and leasehold
improvements of Vision, due on demand or if no demand, payable
in monthly installments of $7,000 plus interest through April
1998. 69,000
- -------------------------------------------------------------------------------
Total short-term $ 1,616,000
- -------------------------------------------------------------------------------
LONG-TERM DEBT:
9% convertible debentures with a small business investment
fund. Outstanding borrowings bear interest at 9.0% per annum,
interest payable monthly. If the debentures are not sooner
redeemed or converted, a mandatory principal redemption is due
beginning March 1, 1999 in the amount of 1% of the then
remaining principal amount outstanding. The debentures are
convertible into the Company's common stock at the rate of one
share for each $1.50 of principal. The loan is collateralized
by all the assets of Topro, Advanced Control, Management
Design and All Control . During July and August, 1997, the
debenture holders converted $2,685,000 of principal into
1,790,032 shares of common stock. (1) $ 4,700,000

F-17

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Line-of-credit, short and long-term debt and capital lease
obligations continued.

- -------------------------------------------------------------------------------
Mortgage note payable to a bank, due in monthly installments
of $2,941 including interest at 11.0% per annum, balloon
payment of remaining balance is due November 2001,
collateralized by a first deed of trust on Advanced Control's
land and building. 255,000

Four year promissory note bearing interest at 8.0% per annum
payable to a creditor. Monthly payments of $6,103 are due
beginning May 1, 1996. The promissory note is collateralized
by a second position on the real estate of Advanced Control. 185,000

Term loan payable to a bank, interest adjusted quarterly based
upon the prime rate (2) plus 2.75% per annum, collateralized
by a second security interest on substantially all assets of
Vision, guaranteed by the Small Business Administration and
personally guaranteed by an officer, which personal guarantee
is collateralized by a third deed on the officer's residence,
payable in monthly principal payments of $7,000 adjusted
quarterly, through September 2002. 274,000

Non-interest bearing note payable to Advanced Control's legal
counsel payable over 30 months at $5,000 monthly beginning
April 1, 1996. The note has been discounted using an
effective interest rate of 10.25%. 88,000

Various notes payable, due in monthly installments through
November 1998, collateralized by equipment and vehicles. 37,000

Capital lease obligations secured by equipment. 201,000
- -------------------------------------------------------------------------------
Total long-term $ 5,740,000
- -------------------------------------------------------------------------------

Total indebtedness $ 7,573,000
Less current portion (2,151,000)
- -------------------------------------------------------------------------------
Long-term portion $ 5,422,000
- -------------------------------------------------------------------------------

(1) The debentures include covenants which require the Company to maintain
certain working capital and net worth ratios. At June 30, 1997, the Company
was not in compliance with a certain financial covenant, however, the lender
has agreed to waive its rights to declare a default for such violation and has
reduced the minimum standards required for the ratio through December 1997 at
which time management believes the Company will be in compliance with such
covenants.

(2) At June 30, 1997, the prime rate of interest was 8.50% per annum.

Scheduled principal payments for years ending June 30 are as follows:

Related party Other
- -------------------------------------------------------------------------------
1998 $142,000 $2,009,000
1999 -- 434,000
2000 -- 650,000
2001 -- 547,000
2002 -- 646,000
Thereafter -- 3,145,000
- -------------------------------------------------------------------------------

F-18

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During September and October 1996, the Company issued 12% unsecured
subordinated Series 1996-A Promissory Notes in the amount of $150,000. The
Company paid the lenders fees in the amount of 2,500 shares of its common
stock for each $50,000 of principal and an aggregate of 32,500 shares of its
common stock as fees to extend the maturities of the notes. Notes in the
principal amount of $100,000 plus accrued interest were repaid. The holder of
a note in the principal amount of $50,000 converted its note into 35,000 shares
of the Company's common stock at the rate of one share for each $1.50 of
principal plus accrued interest of $3,000.

On October 30, 1996, the Company issued $1,200,000 of its 9% convertible
debentures to the holder of $3,500,000 of its previously issued 9% convertible
debentures.

During November 1996, the Company received requests from the holders of its 8%
270 day convertible notes to convert them into the Company's common stock. The
entire principal in the amount of $375,000 was converted into 214,285 common
shares at the rate of one share for each $1.75 of principal.

During March 1997, the Company received requests from the holders of $350,000
of its 10% senior convertible notes to convert them into units of the
securities. The notes were converted at the rate of $.67 per unit for each
$1.00 of principal plus accrued interest of $17,000. Each unit consisted of
one share of common stock and one stock purchase warrant to purchase common
stock. The stock purchase warrants are exercisable to purchase one share of
common stock for $1.00 per share until March 31, 2000.

NOTE 9. INCOME TAXES.

Deferred tax assets (liabilities) at June 30, 1997 are comprised of the
following:

- -----------------------------------------------------------------------
Current deferred tax assets (liabilities):
Trade receivables $ 705,000
Contract loss provisions 122,000
Deferred gain 60,000
Accrued liabilities 267,000
Property and equipment (143,000)
Capitalized software (689,000)
Net operating loss carryfowards 3,127,000
- -----------------------------------------------------------------------
Total 3,449,000
Less valuation allowance (3,449,000)
- -----------------------------------------------------------------------

Net $ --
- -----------------------------------------------------------------------

Income tax expense for the year ended June 30, 1997 relates to amounts
currently payable for state income tax purposes. Income tax expense for the
year ended June 30, 1997 does not bear the normal relationship to the expected
tax benefit resulting from the loss incurred due to state taxes and the change
in the valuation allowance. The Company recognized a 100% valuation allowance
on the net deferred tax asset since it could not be determined if it was more
likely than not it would be realized.

F-19
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At June 30, 1997, the Company had net operating loss carryforwards in the
amount of approximately $9,000,000 for Federal income tax purposes. The loss
carryforwards expire in 2008 through 2012. A portion of these carryforwards
will be limited due to the change in control of acquired subsidiary companies.

NOTE 10. STOCKHOLDERS' EQUITY.

During September 1995, a note holder converted $25,000 of notes and $1,000 of
accrued interest into 39,102 shares of common stock and stock purchase warrants
to purchase 39,102 shares of common stock. Each stock purchase warrant is
exercisable to purchase one share of common stock for $1.00 through August
1998.

During September 1995, the Company completed a private placement of 435,000
shares of common stock and incurred offering costs in the amount of $11,000 in
conjunction therewith.

During October 1995, the Company granted 50,000 stock purchase warrants to a
public relations firm. Each warrant is exercisable to purchase one share of
common stock for $1.00 through October 2000.

During November 1995 in conjunction with a loan agreement, the Company granted
14,286 stock purchase warrants to a financial institution. Each warrant is
exercisable to purchase one share of common stock for $1.75 through November
2000.

During February and March 1996 in conjunction with the issuance of $3,500,000
of its 9% convertible debentures, the Company granted 375,000 stock purchase
warrants to the lender. Each stock purchase warrant is exercisable to purchase
one share of common stock for $1.50 through March 1999. The Company allocated
$38,000 of the debenture proceeds to the warrants.

During December 1995 and January 1996, the Company issued $480,000 of its 12%
convertible 180 day notes. The note holders were granted 240,000 stock
purchase warrants. Each stock purchase warrant is exercisable to purchase one
share of common stock for $1.00 through April 2000. During May 1996, the
Company completed a private placement of units consisting of 800,000 shares of
common stock and 240,000 stock purchase warrants. Each stock purchase warrant
is exercisable to purchase one share of common stock for $1.00 through April
2000. The offering included the conversion of $465,000 of the Company's 12%
convertible notes and $535,000 in cash proceeds. In conjunction with this
offering, the Company granted the underwriter 150,000 stock purchase warrants.
Each warrant is exercisable to purchase one share of common stock for $1.50
through March 2001.

During February 1996 in conjunction with a service agreement with its public
relations firm, the Company granted 200,000 stock purchase warrants to the
firm. Each stock purchase warrant is exercisable to purchase one share of
common stock through October 2000 as follows: 50,000 exercisable at $1.25,
50,000 exercisable at $2.00, 50,000 exercisable at $2.50 and 50,000 exercisable
at $3.00. The Company recognized $87,000 of expense as the value of the
warrants which is being amortized over the two year term of the service
agreement.

During April 1996, the Company granted 100,000 stock purchase warrants as
additional compensation to its investment advisor. Each stock purchase warrant
is exercisable to purchase one share of common stock for $2.56 through February
2001.

F-20
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During January and June 1996, the Company issued 55,673 shares of its common
stock and granted 50,000 stock purchase warrants in payment of $37,000 of
interest on its debt. Each stock purchase warrant is exercisable to purchase
one share of common stock for $2.00 through May 1999.

On November 27, 1996, the Company sold 700,000 shares of its $.0001 par value
common stock and granted 70,000 stock purchase warrants in a private placement,
receiving proceeds in the amount of $1,050,000. The stock purchase warrants
are exercisable at any time before January 31, 1999 to purchase one share of
common stock for $2.46.

On March 13, 1997, the Company called 1,043,449 redeemable stock purchase
warrants, representing an equal number of underlying common shares, for
redemption. The stock purchase warrants were exercisable by the holders to
purchase one share of common stock at rates of $1.00 and $1.75 per share.
Holders of warrants representing 906,327 shares of common stock exercised their
rights thereunder. The Company received proceeds in the amount of $906,000.
Upon the expiration of the exercise period, 122,836 warrants to purchase common
stock for $1.00 per share and 14,286 warrants to purchase common stock for
$1.75 per share were canceled due to non-exercise by the holders.

During March 1997, the Company sold 180,000 shares of its $.0001 par value
common stock in a private placement, receiving proceeds in the amount of
$270,000.

During April 1997, the holder of stock purchase warrants to purchase 32,870 and
24,537 shares of common stock for $.67 and $1.00, respectively, exercised its
rights thereunder. The Company received proceeds in the amount of $46,560.

During April 1997, the Company lowered the exercise price from $4.25 to $1.00
per share to holders of stock purchase warrants to purchase 214,284 shares of
common stock. The warrants were originally issued in connection with the sale
of common stock by the Company. The holders exercised their rights thereunder
and the Company received proceeds in the amount of $214,284.

On April 29 and June 30, 1997, the Company sold 100,000 and 33,334 shares,
respectively, of its Series A Convertible Preferred Stock and granted 300,000
and 100,000 common stock purchase warrants, respectively, in a private
placement. The Company received proceeds in the amounts of $1,500,000 and
$500,000, respectively. Each share of preferred stock has a stated value of
$15.00 per share and is convertible at any time at the holder's option into 10
shares of the Company's $.0001 par value common stock at a rate of $1.50 per
share of common stock, subject to adjustment. The preferred shares will
automatically convert into common stock if, after one year from issue, the
closing price of the Company's common stock for 20 consecutive trading days is
$3.00 or more or on April 30, 2002, whichever occurs first. Each share of
preferred stock shall receive a 6% cumulative dividend, payable quarterly,
based upon its stated value and has voting rights on matters submitted to a
vote of common stockholders equal to the number of common shares into which it
may be converted. Each warrant may be exercised at any time until June 30,
1999 to purchase one share of the Company's common stock for $2.00 per share.

F-21
<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. STOCK OPTIONS AND STOCK PURCHASE WARRANTS.

The following is a summary of changes in stock options and stock purchase
warrants outstanding during the years ended June 30, 1996 and 1997. Each stock
option and stock purchase warrant outstanding is exercisable to purchase one
share of the Company's $.0001 par value common stock.

Weighted average
Number of shares exercise price
- -------------------------------------------------------------------------------
Stock options:
Balance, July 1, 1995 425,000 $2.26
Granted 1,237,250 2.40
Exercised -- --
Expired / cancelled -- --
- -------------------------------------------------------------------------------
Balance, June 30, 1996 1,662,250 $2.37
Granted 1,610,000 2.06
Exercised (90,000) .74
Expired / cancelled -- --
- -------------------------------------------------------------------------------
Balance, June 30, 1997 3,182,250 $2.26
- -------------------------------------------------------------------------------

Stock purchase warrants:
Balance, July 1, 1995 2,380,019 $2.09
Granted 1,590,345 1.45
Exercised -- --
Expired / cancelled (60,000) 5.10
- -------------------------------------------------------------------------------
Balance, June 30, 1996 3,910,364 $1.79
Granted 1,143,436 1.59
Exercised (1,178,016) .99
Expired / cancelled (137,121) 1.08
- -------------------------------------------------------------------------------
Balance, June 30, 1997 3,738,663 $2.00
- -------------------------------------------------------------------------------

The following information summarizes stock options outstanding at June 30,
1997.

<TABLE>
Outstanding Exercisable
- --------------------------------------------------------- -----------------------------
Year of Number Weighted average Range of Number Weighted average
expiration Outstanding exercise price exercise price exercisable exercise price
- --------------------------------------------------------- -----------------------------
<S> <C> <C> <C> <C> <C>
2002 575,000 $1.53 $1.39 - $1.54 575,000 $1.53
2002 135,000 $3.65 $2.75 - $4.25 135,000 $3.65
2003 10,000 $3.75 $3.75 10,000 $3.75
2004 10,000 $3.50 $3.50 10,000 $3.50
2005 20,000 $ .63 $ .63 20,000 $ .63
2005 60,000 $1.20 $1.20 60,000 $1.20
2006 37,250 $1.35 $1.25 - $1.63 37,250 $1.35
2006 375,000 $2.15 $1.75 - $2.25 375,000 $2.15
2007 1,276,667 $2.56 $2.25 - $2.75 576,667 $2.51
2007 200,000 $1.78 $1.42 - $2.13 -- $ --
2008 216,667 $2.42 $2.25 - $2.50 -- $ --
2009 266,666 $2.44 $2.25 - $2.50 -- $ --
- --------------------------------------------------------- -----------------------------
3,182,250 $2.26 $0.63 - $4.25 1,798,917 $2.13
- --------------------------------------------------------- -----------------------------
</TABLE>
F-22

<PAGE>

TOPRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average grant date fair value of stock options granted during the
year is summarized as follows.

Year ended June 30,
1997 1996
- ------------------------------------------------------------------------------
Market value equal to exercise price $0.37 $ --
Market value greater than exercise price $0.86 $1.17
Market value less than exercise price $0.74 $ --

- ------------------------------------------------------------------------------
The following information summarizes stock purchase warrants outstanding at
June 30, 1997:

<TABLE>
Outstanding Exercisable
- ------------------------------------------------------------------------------------------------
Year of Number Weighted average Range of Number Weighted average
expiration Outstanding exercise price exercise price exercisable exercise price
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 178,571 $2.00 $2.00 178,571 $2.00
1998 228,726 $1.00 $1.00 228,726 $1.00
1998 200,000 $3.47 $3.38 - $3.63 200,000 $3.47
1999 105,673 $1.12 $1.00 - $1.25 105,673 $1.12
1999 995,000 $2.06 $2.00 - $2.50 995,000 $2.06
1999 712,000 $3.46 $3.00 - $3.50 712,000 $3.46
2000 927,026 $0.93 $0.67 - $1.00 927,026 $0.93
2000 50,000 $1.25 $1.25 50,000 $1.25
2000 66,667 $2.50 $2.50 66,667 $2.50
2001 150,000 $1.25 $1.25 150,000 $1.25
2001 100,000 $2.56 $2.56 100,000 $2.56
2007 25,000 $1.50 $1.50 25,000 $1.50
- ------------------------------------------------------------------------------------------------
3,738,663 $2.00 $0.67 - $3.63 3,738,663 $2.00
- ------------------------------------------------------------------------------------------------
</TABLE>

The weighted average grant date fair value of stock purchase warrants granted
during the year is summarized as follows.

Year ended June 30,
1997 1996
- ------------------------------------------------------------------------------

Market value equal to exercise price $ -- $0.92
Market value greater than exercise price $0.53 $1.34
Market value less than exercise price $0.39 $0.59

- ------------------------------------------------------------------------------

The Company applies Accounting Principals Board Opinion 25 in accounting for
stock options and stock purchase warrants granted to employees. Had
compensation expense been determined based upon the fair value of the awards at
the grant date and consistent with the method under Statement of Financial
Accounting Standards 123, the Company's net loss and loss per share would have
been increased to the pro forma amounts indicated in the following table.

F-23

<PAGE>

TOPRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended June 30,
1997 1996
- -------------------------------------------------------------------------------

Net loss as reported $(2,735,000) $(1,855,000)
Net loss pro forma $(3,377,000) $(2,688,000)

Net loss per share as reported $ (.31) $ (0.40)
Net loss per share pro forma $ (.38) $ (0.58)

- ------------------------------------------------------------------------------

The fair value of each employee stock option and stock purchase warrant granted
during the years ended June 30, 1997 and 1996 was estimated on the date of
grant using the Black-Scholes option pricing model. The assumptions used in the
pricing calculations were: expected volatility, 63%, risk free interest rate,
7.5%, expected annual dividends, none and estimated lives of the warrants and
options of between one and two years.

NOTE 12. BENEFIT PLANS.

The Company maintains the 1997 Stock Option and Bonus Plan covering all
employees, officers, directors and consultants to it. Under this plan,
participants may be awarded qualified or non-qualified stock options and stock
bonuses. The exercise price of an award of a qualified stock option may not be
less than 100% of the market value on the date of the grant. The exercise
price of an award of a non-qualified stock option may not be less than 85% of
the market value on the date of the grant. The Company has reserved up to
1,500,000 shares of its common stock for awards under this plan. The Company
made awards of 1,500,000 options under the plan during the year ended June 30,
1997.

The Company maintains the 1992 Employee Stock Purchase Plan covering all
employees with a minimum of 3 months of service except those employees owning,
directly or indirectly, more than 5% of its common stock. The Company executes
purchase transactions on behalf of the participating employees through semi-
annual purchases in the open market. The exercise price for participating
employees shall be the lower of 85% of the fair market value of the Company's
common stock at the beginning or end of each six month period. During the year
ended June 30, 1997, participating employees elected to purchase 10,350 shares
of the Company's common stock.

The Company maintains the 1992 Incentive Stock Option Plan. There are 250,000
shares of common stock reserved for issuance under the terms of the plan.
Through June 30, 1996, 37,250 options have been granted under the plan. No
awards were made under this plan during the year ended June 30, 1997. The
exercise price of the options granted must be equal to or exceed the fair
market value of the Company's common stock on the date of the grant.

The Company maintains 401(K) plans covering its employees and those of its
subsidiaries. Matching contributions are made at the discretion of the Board
of Directors. During the year ended June 30, 1997, the Company made matching
contributions in the amount of $46,000. No matching contribution was made
during the year ended June 30, 1996.

F-24

<PAGE>

TOPRO, INC. AND SUBIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company maintains a profit sharing plan that covers all full-time employees
with a minimum of 12 months of service who elect to enter the plan. At the
option of the Board of Directors, an amount not to exceed that allowable under
the Internal Revenue Code, as amended, may be contributed to the plan. The
Company did not make contributions to the plan during the years ended June 30,
1997 and 1996

NOTE 13. COMMITMENTS AND CONTINGENCIES.

CAPITAL AND OPERATING LEASE OBLIGATIONS. The Company leases certain pieces of
equipment under capital leases. The following is an analysis of the net book
value of equipment under capital leases at June 30, 1997:

- ------------------------------------------------------------------------------
Equipment $ 283,000

Accumulated depreciation (110,000)
- ------------------------------------------------------------------------------
Net book value $ 173,000
- ------------------------------------------------------------------------------

Depreciation on equipment under capital leases charged to expense during the
years ended June 30, 1997 and 1996 was $33,000 and $2,000, respectively.

The Company leases office space, production facilities and equipment under
operating leases. Rent expense under operating leases was $1,086,000 and
$310,000 for the years ended June 30, 1997 and 1996, respectively.

The following is a summary of minimum future lease payments:

Years ending June 30, Capital leases Operating leases
- ------------------------------------------------------------------------------
1998 $112,000 $ 988,000
1999 79,000 855,000
2000 46,000 725,000
2001 17,000 692,000
2002 -- 413,000
Thereafter -- 612,000
- ------------------------------------------------------------------------------
254,000 $4,285,000
Less amount representing interest 53,000
- -------------------------------------------------
201,000
Current portion 111,000
- -------------------------------------------------
$ 90,000
- -------------------------------------------------

SALE AND LEASE-BACK ARRANGEMENT. In April 1995, the Company sold its corporate
headquarters and production facility for $1,025,000 under a sale and lease-back
arrangement. The Company used $770,000 of the proceeds to satisfy its
obligations under two mortgage notes with financial institutions. The sale
resulted in a deferred gain in the amount of $97,000 which is being amortized
over the four year term of the lease.

F-25

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

EMPLOYMENT AGREEMENTS. The Company has entered into the following employment
and consulting agreements with officers, directors and other key present and
former employees.

With an officer who is also a director, an agreement which expires in January
1999, but will be automatically renewed on each anniversary for one year
periods unless written notice is provided by either party, providing for a
minimum annual salary in the amount of $175,000 during the current contract
period. The employment agreement provides for the granting of 450,000 stock
options exercisable at $2.50 per share which vest as follows: January 1997,
100,000, December 1997, 150,000 and December 1998, 200,000. The stock options
expire in January 2007.

With an officer, a 2 year employment agreement, which expires in February 1999
but will be automatically renewed on each anniversary for one year periods
unless written notice is provided by either party, providing for minimum annual
salary in the amounts of $135,000 and $145,000 during the first and second
year, respectively, and a bonus of not less than $15,000 per year. The
employment agreement provides for the granting of 300,000 stock options which
vest as follows: July 1997, 100,000 at an exercise price of $1.42 per share;
July 1998, 100,000 at an exercise price of $2.13 per share and July 2000,
100,000 at an exercise price of $2.49 per share. The stock options expire in
May 2007.

With an officer, a 2 year employment agreement, which expires in July 1999 but
will be automatically renewed on each anniversary for one year periods unless
written notice is provided by either party, providing a minimum annual salary
in the amount of $160,000. The employment agreement provides for the granting
of 225,000 stock options which vest as follows: July 1997, 75,000 at an
exercise price of $2.09 per share; July 1998, 75,000 at an exercise price of
$3.14 per share and July 2000, 75,000 at an exercise price of $3.66 per share.
The stock options expire in July 2007.

With an officer, a 2 year employment agreement, which expires in December 1998
but will be automatically renewed on each anniversary for one year periods
unless written notice is provided by either party, providing a minimum annual
salary in the amount of $150,000 and a bonus of not less than $18,000 during
the first year and $15,000 during the second year. The employment agreement
provides for the granting of 200,000 stock options with an exercise price of
$2.25 which vest as follows: February 1997, 66,667; February 1998, 66,667 and
February 1999, 66,666. The stock options expire in February 2007.

With a former major stockholder and officer of a subsidiary, a 6 month
employment agreement and a consecutive 24 month consulting agreement which
expires in October 1998 providing for minimum annual compensation in the
amount of $140,000. With the spouse of this officer, who is also a former
officer of the subsidiary, a 5 month employment agreement and a consecutive 24
month consulting agreement which expires in September 1998, providing for
minimum annual compensation in the amount of $120,000. Each consulting
agreement provides the granting of 150,000 stock options exercisable at $2.25
per share through October 2006.

With an officer and former sole stockholder of a subsidiary, a 2 year
employment agreement which expires in August 1999 but will be automatically
renewed for two year periods, providing for a minimum annual salary in the
amount of $75,000. The employment agreement provides for the granting of
10,000 stock options exercisable at the then market price. The options are
exercisable for ten year periods.

LEGAL PROCEEDINGS. At June 30, 1997, there is a proceeding involving a claim
by the Company for damages included in its balance sheet under the caption of:
Costs and estimated earnings in excess of billings on uncompleted contracts
(See Note 7). The claim, in the total amount of $3,900,000, arises from

F-26

<PAGE>

TOPRO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

a dispute with a customer regarding contractual disagreements primarily
resulting from change orders. The Company is also party to various disputes
involving contractual matters of contract compliance and payment of its
billings. Management does not believe that the outcome of these disputes will
have a material adverse effect on the Company's results of operations, its
financial position or cash flows. The Company, in the routine course of
business, utilizes legal services to protect lien rights on projects to secure
payment of its outstanding accounts. At June 30, 1997, the Company has
reserves for potential losses on contracts and an allowance for doubtful
accounts in the amount of $2,445,000 resulting primarily from management's and
counsel's assessment of legal proceedings.

RESTRICTED CASH. The cash balance at June 30, 1997 includes certificates of
deposit in the amount of $125,000 which are restricted and being held by a
bonding company to secure the Company's obligations under a performance bond.

OTHER CONTINGENCIES. During June 1996, the Company recognized a gain in the
amount of $341,000. This gain related to the sale of stock the Company had
purchased as an investment and later sold. Prior to June 1996, the gain was
being deferred pending the outcome of certain contingencies associated with the
sale agreement.

NOTE 14. FOURTH QUARTER ADJUSTMENTS.

During the fourth quarter of fiscal 1997, the Company recorded an adjustment to
the allowance for doubtful accounts and incurred an expense for the year ended
June 30, 1997 in the amount of $944,000.

During the fourth quarter of fiscal 1996, the Company recorded adjustments to
capitalized software development costs which had been incurred during the first
three quarters of the year. The effect of these adjustments was to reduce the
net loss by approximately $320,000.

NOTE 15. RELATED PARTY TRANSACTIONS.

An officer of the Company is a Board member of a financial consulting company
and a partner in its affiliate. The consulting company has made investments in
private placements of the Company's securities. Since joining the Company, the
officer has abstained in all matters relating to the financial consulting
company's investment in the Company.

An officer and stockholder of the Company is also an owner of an entity for
which the Company performs subcontract work. Billings to the related entity
were approximately $1,154,000 during the year ended June 30, 1997.

NOTE 16. PRO FORMA BALANCE SHEET AND SUBSEQUENT EVENTS.

The consolidated pro forma balance sheet at June 30, 1997 gives effect to the
following transactions which occurred during the period July 1 - August 31,
1997.

- - The conversion of $2,685,000 of the Company's 9% convertible debentures
into 1,790,032 shares of its common stock.

- - Cash proceeds in the amount of $4,616,000 received upon the exercise by
the holders of 3,001,101 stock options and stock purchase warrants for
3,001,101 shares of common stock. For pro forma purposes, the cash
proceeds were applied one half to the cash balance and one half to the
reduction of accounts payable.

F-27

<PAGE>

TOPRO, INC.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

On June 26, 1997, the Company dismissed Hein + Associates LLP as its independent
accountants and retained the firm of BDO Seidman LLP. Hein + Associates' report
for the years ended June 30, 1995 and 1996 did not contain an adverse opinion or
disclaimer of opinion and it was not modified as to uncertainty, audit scope or
accounting principles. This change in independent accountants was approved by
the Company's Board of Directors. There have been no disagreements with Hein +
Associates on any matter accounting principles or practices, financial statement
disclosure or auditing scope or procedure.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The directors and executive officers of the Company are listed below. Directors
are elected to hold office until the next annual meeting of shareholders and
until their respective successors have been elected and qualified. Executive
officers are elected by the Board of Directors and hold office until their
successors are elected and qualified.

The following table sets forth the names and ages of all directors and executive
officers and all persons nominated to serve as directors and the positions and
offices that each such person holds with the Company.

Name Age Position
- --------------------------------------------------------------------------------
John P. Jenkins(1) 47 Chairman of the Board, President
and Chief Executive Officer

H. Robert Gill 59 Director

Robert L. Costello(1) 46 Director

Robert Pearson(1) 62 Director

Kevin Fallon 44 Chief Operating Officer

Douglas H. Kelsall 43 Chief Financial Officer
and Secretary

Lawrence B. Hagewood 48 Executive Vice President,
Sales and Marketing
- --------------------------------------------------------------------------------
(1) Member of Audit Committee and Compensation Committee.

Jon E. Walker, H.R. Hodge and R. Larry Ethridge resigned their positions as
Board members during May 1997, June 1997 and August 1997, respectively.

BIOGRAPHICAL INFORMATION.

John P. Jenkins. Mr. Jenkins has served as President, Chief Executive Officer,
and a Director of the Company since January 1995 and as Chairman of the Board of
Directors since August 1997. Mr. Jenkins has broad domestic and international
operating experience in technology intensive businesses with divisional profit
and loss responsibility in a Fortune 200 company. Prior to joining the Company,
Mr. Jenkins served as president of Morgan Technical Ceramics, Inc., a
wholly-owned subsidiary of Morgan

17
<PAGE>

TOPRO, INC.

Crucible plc, a diversified industrial products company based in England and
publicly-traded on the London stock exchange. Prior to his tenure at Morgan
Technical, Mr. Jenkins was Vice President and General Manager of the Structural
Ceramic Division Coors Ceramics Company, a subsidiary of the Adolph Coors
Company. Mr. Jenkins holds a Bachelor of Science degree in Mechanical
Engineering from the University of Washington, and a Juris Doctor degree from
the University of Denver.

H. Robert Gill. Mr. Gill has been a director of the Company since October,
1992. From 1989 until 1996, Mr. Gill served as President, Chief Executive
Officer and a Director of ConferTech International Inc., a publicly held audio
tele-conferencing firm headquartered in Westminster, Colorado. From 1983 to
1988, he served as President of the Industrial Systems Divisions of Ball
Corporation, a manufacturer of factory automation and control equipment. For
seven years prior to joining Ball Corporation, Mr. Gill served as Director of
Marine Products and Operations for Magnavox Corporation. Mr. Gill holds
directorships in the following public companies: QualMark Corporation, MOSAIX,
Inc., Online System Services, Inc. and Spatial Technologies, Inc.

Robert L. Costello. Mr. Costello has been a director of the Company since May
1997. Mr. Costello has served as Executive Vice President of URS Greiner, Inc.
and Vice President and Director of URS Corporation since April 1996. He has
served as a Director and Chief Executive Officer of Greiner Engineering, Inc.
from August 1995 to March 1996, President and Chief Operating Officer of Greiner
Engineering, Inc. from February 1994 to August 1995 and Vice President and Chief
Financial Officer of Greiner Engineering, Inc. from 1987 to February 1994. Mr.
Costello holds a Bachelor of Arts degree from Western State College of Colorado
and a Master of Business Administration from the University of Oregon.

Robert Pearson. Mr. Pearson has been a director of the Company since May 1997.
Mr. Pearson has been associated with Renaissance Capital Group, Inc. since April
1994, presently serving as Senior Vice President, Director of Corporate Finance.
He served as Executive Vice President of the Thomas Group from May 1990 to March
1994. For 25 years prior to that time, Mr. Pearson held various senior
management positions at Texas Instruments, including Vice President of Finance
from October 1983 to June 1985. Mr. Pearson holds a Bachelor of Science Degree
from the University of Maryland and a Master of Business Administration from the
University of Michigan. Mr. Pearson hold directorships in the following public
companies: Poore Brothers, Inc. and Interscience Computer.

Kevin Fallon. Mr. Fallon has served as Chief Operating Officer since joining
the Company in December 1996. During 1982, Mr. Fallon founded and acted as
President and Chief Executive Officer of All Control Systems, Inc., which the
Company acquired in December 1996. Prior to that time, Mr. Fallon held
management positions in quality and process control, design engineering and
testing and sales engineering. Mr. Fallon holds a Bachelor of Science degree
from Drexel University and a Master of Business Administration from the Wharton
School of Business, University of Pennsylvania.

Douglas H. Kelsall. Mr. Kelsall has served as Chief Financial Officer of the
Company since July 1997. Mr. Kelsall served as Chief Financial Officer of
Evolving Systems, Inc., a company engaged in software development, from December
1995 to June 1997, as President of Caribou Capital Corporation from June 1993 to
December 1995 and in various management and Vice President positions at Colorado
National Bank from October 1978 to June 1993. Mr. Kelsall holds a Bachelor of
Arts degree from the University of Colorado and a Master of Business
Administration degree from the University of Denver.

Lawrence B. Hagewood. Mr. Hagewood has served as Executive Vice President of
the Company since September 1997. Mr. Hagewood served for six years as Group
Vice President of the Systems Business for Elsag Bailey, a global leader for
automation solutions to the industrial manufacturing market prior to joining the
Company. Mr. Hagewood has a Bachelor of Science degree from Auburn University
in Nuclear Physics.

18
<PAGE>

TOPRO, INC.

COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT.

Section 16 (a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers and persons who own more than ten percent of its equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Directors, officers and greater
than ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16 (a) reports filed.

Based solely on its review of the copies of the reports it received from persons
required to file, and written representations it received from these persons,
the Company believes that during the fiscal year ended June 30, 1997 all filing
requirements applicable to its officers, directors and greater than ten percent
shareholders were complied with except as follows: the Form 3 due ten days
following the election of Kevin Fallon and Douglas Kelsall as executive
officers, were not timely filed; Mr. Fallon did not timely file one report on
Form 4; and R. Larry Ethridge, who served as Chairman during the 1997 fiscal
year, did not timely file two reports on Form 4.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

During the past five years, no director or executive officer of the Company has
been involved in legal proceedings of the nature required to be disclosed by
this item.

ITEM 10. EXECUTIVE COMPENSATION.

(a) (b) SUMMARY COMPENSATION TABLE.

The following table sets forth information regarding compensation paid during
the past three fiscal years to the Company's Chief Executive Officer and to any
of its four most highly compensated executive officers who earned total salary
and bonus in excess of $100,000 per annum during the fiscal year ended June 30,
1997.
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------
Long-term compensation
--------------------------------------
Annual compensation Awards Payouts
-------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -------------------------------------------------------------------- ------------------------------------------------------
Other Restricted Security All
Name and annual stock underlying LTIP other
Principal position Year Salary Bonus comp awards options/SARs payouts comp(1)
- -------------------------------------------------------------------- ------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John P. Jenkins 1997 $165,000 $30,000 -- -- 450,000(2) -- $7,726
Chairman, President and 1996 $146,416 -- -- -- -- -- --
Chief Executive 1995(3) $ 40,000 -- -- -- 315,000(2) -- --

Kevin Fallon 1997(4) $ 87,500 $18,000 -- -- 200,000(5) -- $7,007
Chief Operating 1996 -- -- -- -- -- -- --
Officer 1995 -- -- -- -- -- -- --

Jon E. Walker(6) 1997 $145,210 -- -- -- -- -- --
Former Director, 1996(7) $ 84,000 $50,000 -- -- -- -- --
Executive Officer 1995 -- -- -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>

19
<PAGE>

TOPRO, INC.

(1) Represents the value of term life insurance, the premiums for which were
paid by the Company, and the value of an automobile provided for the
executive's personal use.

(2) John P. Jenkins was granted non-qualified options to purchase 315,000 and
450,000 shares of common stock in connection with his employment agreement dated
December 27, 1994 and the extension of the employment agreement dated January
28, 1997, respectively. At June 30, 1997, 335,000 options were exercisable.

(3) Represents compensation commencing January 23, 1995.

(4) Represents compensation commencing December 1, 1996.

(5) Kevin Fallon was granted non-qualified options to purchase 200,000 shares
of common stock in connection with his employment agreement dated December 1,
1996. At June 30, 1997, 66,667 options were exercisable.

(6) Jon E. Walker resigned his Board of Director membership and his executive
officer position on May 30, 1997.

(7) Represents compensation commencing January 1, 1996.

The following table sets forth information regarding the grant of options and
stock appreciation rights during the fiscal year ended June 30, 1997, to any of
the executive officers required to be named in the Summary Compensation Table.
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Percent of total
Securities options or SARs
underlying options granted to employees Exercise or base
Name or SARs granted in fiscal year price ($ per share) Expiration date
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John P. Jenkins 100,000 6.5% $2.50 January 2007
150,000 9.8% $2.50 December 2007
200,000 13.0% $2.50 December 2008

Kevin Fallon 66,667 4.3% $2.25 February 2007
66,667 4.3% $2.25 February 2008
66,666 4.3% $2.25 February 2009
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>
(d) AGGREGATED OPTION AND STOCK APPRECIATION RIGHT EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END OPTION AND STOCK APPRECIATION RIGHT VALUES.

The following table sets forth information regarding option and stock
appreciation right exercises during the fiscal year ended June 30, 1997, by any
of the executive officers required to be named in the Summary Compensation
Table.

20
<PAGE>

TOPRO, INC.
<TABLE>
<CAPTION>

(a) (b) (c) (d) (e)
- -------------------------------------------------------------------------------------------------------------------------------
Number of securities Value of
underlying unexercised in-the-
Number of unexercised options or money options or
shares acquired SARs at fiscal year end SARs at fiscal year end
Name on exercise Value realized Exercisable/unexercisable Exercisable/unexercisable
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John P. Jenkins: 87,500 $113,750
Exercisable 335,000 $70,800(1)
Unexercisable 350,000 $ -- (2)

Kevin Fallon: -- $ --
Exercisable 66,667 $ -- (2)
Unexercisable 133,333 $ -- (2)
- -------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) The year-end value represents the difference between the option exercise
prices (ranging from $1.20 to $1.75 per share) and the $2.03 market value of the
Company's common stock on June 30, 1997, multiplied by the number of shares
under option. Market value represents the closing price reported by NASDAQ on
June 30, 1997.

(2) Exercise price greater than year-end market value.

(e) LONG-TERM INCENTIVE PLAN AWARDS.

During the fiscal year ended June 30, 1997, the Company did not make any
long-term incentive plan awards not disclosed above.

(f) COMPENSATION OF DIRECTORS.

The Company pays no cash compensation to directors for their services as such.
It is the Company's practice to make annual grants of non-qualified stock
options to purchase shares of its common stock to directors who are not
employees. No such grant was made during fiscal 1996. During fiscal 1997, the
Company granted non-qualified stock options to purchase 30,000 shares each to H.
Robert Gill and H. R. Hodge for their services as directors during fiscal 1996
and 1997.

(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS.

The Company has entered into the following employment agreements with the
executive officers required to be named in the Summary Compensation Table.

The Company has a two year employment agreement with John Jenkins which expires
in January 1999, but will be automatically renewed on each anniversary for one
year periods unless written notice is provided by either party, providing for a
minimum annual salary in the amount of $175,000 during the current contract
period. The employment agreement provides for the granting of 450,000 stock
options exercisable at $2.50 per share which vest as follows: January 1997,
100,000, December 1997, 150,000 and December 1998, 200,000. The stock options
expire in January 2007. The Company is obligated to pay the premium on a term
life insurance policy with a death benefit of $500,000 for which Mr. Jenkins
names the beneficiary. In the event of a change in control, the Company is
obligated to pay Mr. Jenkins his base salary then in effect for a period of 24
months following a notice of termination.

21
<PAGE>

TOPRO, INC.

The Company has a two year employment agreement with Kevin Fallon which expires
in December 1998 but will be automatically renewed on each anniversary for one
year periods unless written notice is provided by either party, providing a
minimum annual salary in the amount of $150,000 and a bonus of not less than
$18,000 during the first year and $15,000 during the second year. The employment
agreement provides for the granting of 200,000 stock options with an exercise
price of $2.25 which vest as follows: February 1997, 66,667; February 1998,
66,667 and February 1999, 66,666. The stock options expire in February 2007.
The Company is obligated to pay the premium on a term life insurance policy with
a death benefit of at least $250,000 for which Mr. Fallon names the beneficiary.
In the event of a change in control, the Company is obligated to pay Mr. Fallon
his base salary then in effect for a period of 12 months following a notice of
termination.

On February 21, 1996, the Company entered into an employment agreement with Jon
E. Walker which expires on August 21, 1998. On May 30, 1997, Mr. Walker
resigned his employment and as a director of the Company. Effective May 30,
1997, the Company entered into a consulting agreement with Mr. Walker for a
period expiring August 31, 1998. The consulting agreement provides that Mr.
Walker will be paid a monthly retainer of $14,000 and a fee of $200 per hour for
time devoted at the request of the Company. In the event of a change in
control, any remaining obligation under the consulting agreement will be
immediately due and payable.

(h) REPORT ON REPRICING OF OPTIONS AND STOCK APPRECIATION RIGHTS.

During the fiscal year ended June 30, 1997, the Company did not amend or adjust
the terms of any stock option or stock appreciation right previously awarded to
any of the named executive officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of October 6, 1997, the number of shares of
the Company's voting securities beneficially owned by (a) any person (including
any "group") who is known by the Company to be the beneficial owner of more than
five percent of any class of its voting securities and (b) the percentage of
ownership of the outstanding shares of each class represented by such shares.
The shareholder listed below is deemed to be the beneficial owner of shares of
common stock underlying convertible securities and stock purchase warrants which
are exercisable within 60 days from October 6, 1997.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Name and address Amount and nature
Title of class of beneficial owner of beneficial owner Percentage of class
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock ProFutures Bridge Capital Fund, L.P.
5350 South Roslyn Street
Englewood, Colorado 80111 1,358,340 7.4%
- ----------------------------------------------------------------------------------------------------

</TABLE>

The following table sets forth, as of October 6, 1997, the number of shares of
the Company's equity securities beneficially owned by (a) its directors and
executive officers, individually, and its executive officers and directors as a
group and (b) the percentage of ownership of the outstanding shares of each
class represented by such shares. The common stockholders listed below are
deemed to be the beneficial owners of shares of underlying options and warrants
which are exercisable within 60 days of October 6, 1997.

22
<PAGE>

TOPRO, INC.

- -------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
Name and address Amount and nature
Title of class of beneficial owner of beneficial owner Percentage of class
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock John P. Jenkins
2525 West Evans Avenue
Denver, Colorado 80219 587,142(1) 3.5%

Common stock Kevin Fallon
2525 West Evans Avenue
Denver, Colorado 80219 1,433,307(2) 8.6%

Common stock Douglas H. Kelsall
2525 West Evans Avenue
Denver, Colorado 80219 113,600(3) --(8)

Common stock Lawrence B. Hagewood
2525 West Evans Avenue
Denver, Colorado 80219 75,000(4) --(8)

Common stock Robert Pearson
8080 No. Central Expressway
Suite 210-LB 59
Dallas, Texas 75206 1,343,301(5) 7.5%

Common stock H. Robert Gill
2525 West Evans Avenue
Denver, Colorado 80219 45,000(6) --(8)

Common stock All executive officers and
directors as a group 3,597,350(7) 20.8%
- -------------------------------------------------------------------------------------------------------------

</TABLE>
(1) Includes 335,000 shares that are subject to the exercise of stock options
and 57,071 shares that are subject to the exercise of stock purchase warrants
that are exercisable held by Mr. Jenkins.

(2) Includes 66,667 shares that are subject to the exercise of stock options
that are exercisable held by Mr. Fallon.

(3) Includes 100,000 shares that are subject to the exercise of stock options
that are exercisable held by Mr. Kelsall.

(4) Represents shares that are subject to the exercise of stock options that
are exercisable held by Mr. Hagewood.

(5) Represents shares that are subject to the conversion of the Company's 9%
convertible debentures held by two investment funds that are advised by
Renaissance Capital Group. Mr. Pearson has disclaimed beneficial ownership of
these shares.

(6) Represents shares that are subject to the exercise of stock options that
are exercisable held by Mr. Gill.

(7) Includes 678,738 shares that are subject to the exercise of stock options
and stock purchase warrants that are exercisable held by all executive officers
and directors as a group.

(8) Less than 1/10 of one percent.

23
<PAGE>

TOPRO, INC.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) EXHIBITS

The following exhibits are filed herewith or have been previously filed with the
Securities and Exchange Commission and are incorporated by reference herein:

2.1 Agreement and Plan of Merger dated July 26, 1995 regarding the
acquisition of Management Design and Consulting Services, Inc. (A)

2.2 Agreement and Plan of Merger dated February 21, 1996 - regarding the
acquisition of Advanced Control Technology, Inc. (B)

2.3 Agreement of Merger dated May 17, 1996 - regarding the acquisition of
Visioneering Holding Corporation. (C)

2.4 Agreement of Merger dated December 31, 1996 - regarding the
acquisition of All Control Systems, Inc. (N)

2.5 Amendment number 1 to the All Control Systems, Inc. Agreement of
Merger. (N)

3.3 Restated Articles of Incorporation. Filed herewith. (L)

3.4 Amendment to Articles of Incorporation - Designation of Series A
preferred stock. (Q)

3.5 By Laws. (H)

10.1 $570,000 Variable Rate Secured Promissory Note and Security Agreement
dated June 1, 1995 with J. Neal Ethridge. (D)

10.2 $190,000 Variable Rate Secured Promissory Note and Security Agreement
dated June 1, 1995 with Gary Cansler. (D)

10.3 Promissory Note issued by Tech Sales, Inc. in favor of R. Larry
Ethridge, the former Chairman of the Board of Director of the
registrant, in the amount of $50,000. (I)

10.4 Promissory Note issued by Tech Sales, Inc. in favor of William B.
Heermann, Vice President of the registrant, in the amount of $30,000.
(I)

24
<PAGE>

TOPRO, INC.

10.5 1992 Employee Stock Purchase Plan. (J)

10.6 1992 Incentive Stock Option Plan. (J)

10.7 Agreement dated March 29, 1993 with Direct Measurement Corporation,
whereby the Company invested $300,000 for an approximate 17% equity
interest in Direct Measurement Corporation. An additional Agreement
signed March 29, 1993, granted the Company an exclusive three year
right to market Direct Measurement Corporation's products for three
years throughout North America with non exclusive rights world wide.
(J)

10.8 Non-Qualified Stock Option Agreement dated December 27, 1994 between
the Registrant and John Jenkins. (D)

10.9 Asset Purchase Agreement dated May 5, 1997 - regarding sale of certain
operating assets of the Registrant's subsidiary, Sharp Electric
Construction Company to Piper Electric Co., Incorporated.(F)

10.10 Agreement signed October 4, 1994 with Direct Measurement Corporation.
(K)

10.11 Agreement dated December 6, 1994 with Direct Measurement Corporation
(D).

10.12 Stock Purchase Agreement dated November 7, 1995 - regarding DMC
shares. (G)

10.13 Loan Agreement - Renaissance Capital Growth & Income Fund III, Inc.
(B)

10.14 Employment Agreement dated July 27, 1995 between the Registrant and E.
Gregory Fisher

10.15 Employment Agreement dated February 21, 1996 between the Registrant
and Jon E. Walker. (B)

10.16 Loan Agreement and Convertible Debenture dated October 30, 1996 -
Renaissance Capital Growth & Income Trust, PLC. (M)

10.17 Employment and consulting agreement, as amended, with Michael Taylor.
(M)

10.18 Employment and consulting agreement, as amended, with Kathleen Taylor.
(M)

10.19 Employment agreement dated as of December 31, 1996 with Kevin Fallon,
C.O.O. (O)

10.20 Employment agreement dated as of January 28,1997 with John Jenkins,
Chairman of the Board of Directors, C.E.O. and President. (P)

10.21 Employment agreement dated as of May 5,1997 with Douglas Kelsall,
C.F.O. (R)

10.22 1997 Stock option and bonus plan. (R)

21.1 List of Subsidiaries (P).

25
<PAGE>

TOPRO, INC.

- --------------------------------------------------------------------------------
(A) Incorporated by reference from the Form 8-K Current Report dated
August 10, 1995.

(B) Incorporated by reference from the Registrant's Form 8-K Current
Report dated February 21, 1996.

(D) Incorporated by reference from the Registrant's Form 10-KSB for the
fiscal year ended June 30, 1995.

(E) Incorporated by reference from the Form 8-K Current Report dated
January 23, 1995.

(F) Incorporated by reference to Exhibit 2.1 to the Form 8-K Current
Report dated May 2, 1995.

(G) Incorporated by reference from the Registrant's Form 8-K Current
Report dated November 8, 1995.

(H) Incorporated by reference from Exhibit 3.3 to Registration Statement
on Form S-1, File No. 33-47159, effective June 17, 1992.

(I) Incorporated by reference from the Registrant's Form 10-K for the
fiscal year ended June 30, 1992.

(J) Incorporated by reference from the Registrant's Form 10-K for the
fiscal year ended June 30, 1993.

(K) Incorporated by reference from the Registrant's Form 10-K for the
fiscal year ended June 30, 1994

(L) Incorporated by reference from the Registrant's Registration Statement
on Form SB-2, SEC file number 33-98788.

(M) Incorporated by reference from the Registrant's Form 10-QSB for the
quarter ended September 1996.

(N) Incorporated by reference from the Registrant's Form 8-K dated
December 31, 1996, as amended.

(O) Incorporated by reference from the Registrant's Form 10-QSB for the
quarter ended December 1996.

(P) Incorporated by reference from the Registrant's Registration Statement
on Form S-3, SEC file number 333-170891, effective March 6, 1997.

(Q) Incorporated by reference from the Registrant's Form 10-QSB for the
quarter ended March 1997.

(R) Filed herewith.
- --------------------------------------------------------------------------------

26
<PAGE>

TOPRO, INC.

(b) REPORTS ON FORM 8-K.

During the last quarter of the period covered by this report, the
Company filed reports on Form 8-K as listed below. No financial
statements were filed with these reports.

The following reports on Form 8-K reported information pursuant to
"Item 5 - Other Events".

i. Form 8-K dated April 18, 1997.
ii. Form 8-K dated April 29, 1997.
iii. Form 8-K dated May 14, 1997.
iv. Form 8-K dated June 5, 1997.
v. Form 8-K dated June 26, 1997.

The Company also filed a Form 8-K dated June 26, 1997 reporting,
pursuant to Item 4, a change in its certifying public accountant.

27
<PAGE>

TOPRO, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Topro, Inc.

Date: October 24, 1997 By: /s/ John P. Jenkins
---------------------- -----------------------------
John P. Jenkins
President and Chief
Executive Officer

Date: October 24, 1997 By: /s/ Douglas H. Kelsall
---------------------- -----------------------------
Douglas H. Kelsall
Principal Accounting
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signatures Title Date
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ John P. Jenkins Chairman of the Board, October 24, 1997
- ----------------------------------- President, Chief Executive Officer
John P. Jenkins

/s/ Kevin Fallon Chief Operating Officer October 24, 1997
- -----------------------------------
Kevin Fallon

/s/ Douglas H. Kelsall Chief Financial Officer, October 24, 1997
- ----------------------------------- Secretary
Douglas H. Kelsall

/s/ H. Robert Gill __ Director October 24, 1997
- -----------------------------------
H. Robert Gill

/s/ Robert Costello Director October 24, 1997
- -----------------------------------
Robert Costello

/s/ Robert Pearson Director October 24, 1997
- -----------------------------------
Robert Pearson
- --------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

TOPRO, INC.

EXHIBIT 21.1

LIST OF ALL SUBSIDIARIES OF THE REGISTRANT

Name (and d/b/a name, if any,) of subsidiary Jurisdiction of incorporation
- -------------------------------------------------------------------------------------------------------------
<S> <C>
Advanced Control Technology, Inc. Oregon

Visioneering Holding Corp. California

Management Design and Consulting Services, Inc. Georgia

All Control Systems, Inc. Pennsylvania

Tech Sales, Inc. Colorado

Topro Systems Integration, Inc. Colorado

Sharp Electric Construction Company, Inc. Colorado

- -------------------------------------------------------------------------------------------------------------

</TABLE>