Evro Corp – ‘10KSB/A’ for 12/31/94

As of:  Friday, 2/23/96   ·   For:  12/31/94   ·   Accession #:  950144-96-668   ·   File #:  0-07870

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Evro Corporation - Form 10KSB/A (Amendment 2)         58    240K 
 2: EX-27       Financial Data Schedule (For SEC Use Only)             1      5K 

10KSB/A   —   Evro Corporation – Form 10KSB/A (Amendment 2)
Document Table of Contents

10KSB/A
1st Page of 58
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
U.S. SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C.  20549 

FORM 10-KSB/A-2 

(Mark One)                                                    
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF      
    THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1994   
                              ------------------------

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE    
   SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from to             

Commission File No. 0-7870
                    ------

EVRO CORPORATION
--------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)

 Florida                                            59-3229961
--------------------------------                    ----------------------------
(State or other jurisdiction of                           (I.R.S. Employer      
Incorporation or Organization)                            Identification No.)   

523 Douglas Avenue, Altamonte Springs, Florida                   32714          
-----------------------------------------------     ----------------------------
(Address of Principal Executive Offices)                       (Zip Code)       

7501 W. Irlo Bronson Memorial Hwy., Suite 105, Kissimmee, Florida      34747    
--------------------------------------------------------------------------------
(Former Address)                                                     (Zip Code) 

Issuer's telephone number                      (407) 786-4460                   
                          ------------------------------------------------------

Securities registered under Section 12(b) of the Exchange Act:                  

                                                     Name of each Exchange
Title of Each Class                                      on Which Registered    

None                                                      NASDAQ  
---------------------------------                 ------------------------------

Securities registered under Section 12(g) of the Exchange Act:                  

Common Stock (No par value)   
--------------------------------------------------------------------------------
(Title of Class)                                                                

   Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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      The Exhibit Index appears on page 56.                        
---       ---                                                           

10KSB/A
2nd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 2nd

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

The issuer's revenues for its most recent fiscal year were:   
$1,081,000.                                                                     

       The aggregate market value of the voting stock held by non-affiliates
of the registrant on April 13, 1995 totaled $3,001,036 (computed by reference   
to the closing bid price $(2.8125).                                             

       The number of shares outstanding of registrant's common stock, no par
value, at April 13, 1995, was 2,197,957 shares.                                 

-2- 

10KSB/A
3rd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 3rd

PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                                

INTRODUCTION                                                                    

  EVRO Corporation, ("EVRO") operates one wholly owned subsidiary,
Technology Holdings, Inc., a Florida corporation ("THI"), and its newly         
acquired subsidiary, The Sports & Shopping Network, Inc., a Florida corporation 
("TSSN"), in which it recently acquired 98.35% of the issued and outstanding    
shares of common stock from its former owner, The Stellar Companies, Inc., a    
Florida corporation ("Stellar").  EVRO agreed to offer to acquire the remaining 
1.65% of TSSN's issued and outstanding shares of common stock which are held by 
a number of minority shareholders in exchange for 281,418 shares of EVRO's      
common stock.  (See Historical Operations - Acquisition of The Sports &         
Shopping Network, Inc.)                                                         

HISTORICAL OPERATIONS                                                           

       EVRO was organized February 5, 1946, under the name of Moreno-Cripple
Creek Corporation, which name was changed to Moreno Uranium Corporation on      
March 12, 1954, to EnviroSearch Corp. on March 10, 1970, to EVRO Financial      
Corp. on September 17, 1986, and finally to EVRO Corporation on March 1 1994.   

       On May 24, 1974, EVRO sold 1,000,000 shares of its common stock (on a
pre-split basis) to Cresson Consolidated, Inc. for $200,000.  Cresson           
Consolidated, Inc. subsequently liquidated and distributed its ownership of     
EVRO to its shareholders.  EVRO then filed a Form 10 with the Securities and    
Exchange Commission on August 16, 1974, to become a full reporting company.     

      EVRO was previously engaged in the oil and gas industry, both as the
general partner in several limited partnerships and by its investments in the   
stock of companies in the oil and gas industry.  Additionally, EVRO has         
investments in land held for resale.  During 1987, EVRO sold the majority of    
its producing oil and gas properties, its interests in partnerships, and a      
large portion of its real estate.  On February 15, 1990, EVRO purchased all the 
stock of Treasure Rockhound Ranches, Inc., a Texas corporation ("Treasure       
Rockhound").                                                                    

On October 19, 1992, EVRO executed an Agreement and Plan of   
Reorganization (the "Reorganization Agreement") which was consummated for       
financial statement purposes effective December 31, 1992, with Lintronics       
Technologies, Inc., a Florida corporation ("Lintronics") and the owners of      
record of all of the issued and outstanding shares of the common stock of       
Lintronics (the "Lintronics Shareholders"), pursuant to which EVRO acquired     
100% of Lintronics' issued and outstanding shares of common stock in exchange   
for 15,100,000 shares of common stock of EVRO.  As a result of this             
reorganization, the Lintronics Shareholders controlled 94.2% of EVRO's          
16,026,227 shares of common stock issued and outstanding as of October 19,      
1992.                                                                           

        On February 22, 1994, EVRO entered into a Stock Purchase Agreement and
a Capital Stock Escrow Agreement whereby it purchased 60% of the issued and     
outstanding shares of common stock of  The Good Health Channel, Inc., a Florida 
corporation ("Good Health").                                                    

-3- 

10KSB/A
4th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 4th

   In 1994, EVRO formed a wholly owned subsidiary, Tres Rivers, Inc.
("Tres Rivers"), a Texas corporation, in order to acquire the assets of Three   
Rios, Ltd., consisting of a 46-acre recreational vehicle campground.  The       
parties entered into an Asset Purchase Agreement on July 15, 1994.              

    On January 20, 1995, EVRO organized THI and contributed all of its
assets to THI, including 100% of the issued and outstanding common stock of     
Lintronics, Treasure Rockhound, Tres Rivers and EVRO Trading Corporation, a     
Florida corporation ("EVRO Trading"), and 60% of the issued and outstanding     
common stock of Good Health into THI in exchange for all of the issued and      
outstanding stock of THI.  In connection with such transfer, THI assumed all of 
the liabilities of EVRO.                                                        

        In March 1995, in connection with the winding up of the health related
business segment, a dispute arose between THI, EVRO and the President of EVRO   
Trading in which certain claims were asserted by each of THI, EVRO and the      
President of EVRO Trading.  As a part of the settlement agreement entered into  
on March 24, 1995, with the President of EVRO Trading, THI transferred          
ownership of 55% of the common stock of EVRO Trading to him in exchange for an  
arrangement whereby EVRO would maintain a 45% interest in the common stock of   
EVRO Trading, with no obligation for additional funding. Both parties also      
signed mutual general releases and noncompete agreements in connection with the 
settlement.  On March 24, 1995, THI also executed a 10 day secured promissory   
note ("Note") for $30,776.99 in favor of the President of EVRO Trading which    
represents amounts due the President of EVRO Trading and a consultant for EVRO  
Trading for back salary, fees and expenses.  The Note was secured by the        
remaining 45% of the common stock of EVRO Trading ("Security").  On April 3,    
1995, THI defaulted on the Note and surrendered the Security to the President   
of EVRO Trading.                                                                

ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.                              

      The Sports & Shopping Network, Inc., a Florida corporation ("TSSN"),
is a development stage company that anticipates owning and operating a          
television shopping network.  Stellar owned 98.35% of the shares of the capital 
stock of TSSN; however, Stellar had granted Boyar Holdings, Inc. ("BHI") an     
option to acquire all of Stellar's shares of TSSN (the "TSSN Option").  On      
January 12, 1995, EVRO purchased the TSSN Option from BHI, pursuant to the      
terms of the Assignment of Option Agreement by and between BHI and EVRO.  As    
consideration for the transfer of the TSSN Option, EVRO issued to BHI 30,000    
shares of EVRO's Series E Convertible Preferred Stock ("Series E Preferred      
Stock") which is convertible into 3,000,000 shares of EVRO's common stock after 
the anticipated increase in EVRO's authorized shares of common stock is made    
effective.  In the event of liquidation or dissolution of EVRO, whether         
voluntary or otherwise, after payment of the debts and liabilities of EVRO, the 
holders of the Series E Preferred Stock shall be entitled to receive $1.00 per  
share in cash (an aggregate of $30,000), subject to the prior rights of the     
holders of EVRO's Series A, B, C and D Preferred Stock.                         

       On March 14, 1995, EVRO exercised the TSSN Option and acquired 98.35%
of the issued and outstanding shares of the common stock of TSSN from Stellar   
in exchange for EVRO's agreement to issue 16,759,038 shares of its common stock 
to Stellar, which, when issued, will represent 77.09% of the outstanding shares 
of EVRO's common stock, calculated on a fully diluted basis.  As EVRO only had  
2,500,000 shares of common stock authorized at the time of the exercise of the  
TSSN Option, EVRO and certain of its shareholders agreed to                     

-4- 

10KSB/A
5th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 5th

use their best efforts to cause EVRO's authorized common stock to be increased  
as soon as was practicable.  Pending such increase in EVRO's authorized common  
stock, EVRO issued Stellar 500,000 shares of its authorized but then unissued   
shares of common stock.  Once EVRO increases the number of shares of its        
authorized common stock, EVRO must immediately issue 16,259,038 (16,759,038 -   
500,000) shares of its common stock to Stellar, representing the balance of the 
shares of EVRO's common stock that EVRO is obligated to issue to Stellar under  
the purchase agreement.  Pursuant to the agreement between EVRO and Stellar,    
EVRO also agreed to offer to purchase the remaining 1.65% of TSSN's issued and  
outstanding shares of common stock held by TSSN's minority shareholders in      
exchange for, in the aggregate, 281,418 shares of EVRO's common stock.  Thus,   
the only consideration to be paid by EVRO to the minority shareholders of TSSN  
who agree to transfer their shares of the common stock of TSSN to EVRO will be  
shares of EVRO's common stock.  If EVRO issues Special Shares (as defined       
herein) to THI, only Stellar, and not the minority shareholders of TSSN, will   
have the option described below to purchase those shares from THI.              

        In conjunction with the TSSN acquisition, American Clinical Labs, Inc.
("ACL") the holder of 587,219 shares of EVRO's common stock, granted Stellar an 
irrevocable proxy to represent ACL or any assignee thereof at all regular and   
special meetings of shareholders, or in connection with any other shareholder   
action of EVRO, but only in ACL's capacity as the owner of record of, and to    
vote the shares of the common stock of EVRO which were owned by ACL as of March 
14, 1995 ("the ACL Shares").  The irrevocable proxy was effective March 14,     
1995 and expires on the date the ACL Shares represent less than five percent    
(5%) of EVRO's issued and outstanding shares of common stock.                   

        Further, in conjunction with the TSSN acquisition, EVRO elected Thomas
L. Jensen, Daniel Boyar and Stephen H. Cohen to its Board of Directors, with    
Mr. Jensen being elected as the new Chairman of the Board.  Messrs. D. Jerry    
Diamond, James L. Kennedy and Gerald L. Pennington will continue to serve as    
directors.  Mr. George F. Scantland, III, resigned as a director prior to the   
TSSN acquisition.  D. Jerry Diamond, Donald R. Mastropietro and Teresa B.       
Fannin resigned their previously held offices with EVRO.  The current officers  
of EVRO are Daniel Boyar (CEO and President), Christopher P. Dona (Vice         
President), O. Don Lauher (CFO and Treasurer), Stephen H. Cohen (Secretary),    
and Teresa B. Fannin (Assistant Secretary).                                     

       EVRO has formed a wholly owned subsidiary, THI, which owns all of the
assets that were owned by EVRO prior to the TSSN acquisition.  Pursuant to such 
acquisition, the holders of record of EVRO's common stock as of March 27, 1995, 
will be issued a stock dividend consisting of EVRO's Series D Convertible       
Preferred Stock ("Series D Preferred Stock").  EVRO has the right, but not the  
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's 
issued and outstanding capital stock.  In the event of liquidation or           
dissolution of EVRO, whether voluntary or otherwise, after payment of the debts 
and liabilities of EVRO, the holders of the Series D Preferred Stock shall be   
entitled to receive all of the shares of THI, subject to the prior rights of    
the holders of EVRO's Series A, B and C Preferred Stock.                        

  The creation of THI and the authorization and issuance of EVRO's
Series D Preferred Stock was done for the purpose of preserving the value of    
EVRO's then existing assets for the holders of EVRO's common stock at the time  
of the TSSN acquisition.  Due to the significant difference in the historical   
business of EVRO and that of TSSN, EVRO insisted on the creation of THI as a    
condition of the TSSN acquisition.  By creating THI and issuing a stock         
dividend of the Series D Preferred Stock to EVRO's then existing common         
shareholders, those                                                             

-5- 

10KSB/A
6th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 6th

shareholders would, upon liquidation of EVRO, be granted a preference in        
liquidation in an amount equal to the value of THI's assets.  Alternatively,    
upon the redemption of the Series D Preferred prior to a liquidation of EVRO,   
the holders of EVRO's common stock prior to the TSSN Acquisition would receive  
all of the value of THI.                                                        

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

     The EVRO-TSSN agreement also provides that THI shall be entitled to
receive, on an annual basis, that number of shares of EVRO's voting common      
stock (the "Special Shares") equal to 20% of the average total assets of THI    
over a twelve month period (March 14 through the following March 13 each year)  
divided by two dollars.  The phrase "total assets" shall mean the amount set    
forth on the consolidated balance sheet of THI as total assets and shall        
include, but not be limited to, current assets, property and equipment (net of  
accumulated depreciation), investments and other assets (net of accumulated     
amortization and adjustments).  The phrase "average total assets" shall be      
computed by adding the total assets (as defined above) of THI as set forth on   
the balance sheets of THI during each of the quarters ending March 31, June 30, 
September 30 and December 31 during each applicable twelve month period and     
dividing such sum by four.  THI shall ratably earn the Special Shares over each 
applicable twelve month period.  EVRO's entitlement to the Special Shares shall 
cease upon EVRO's redemption of its Series D Preferred Stock.                   

       Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of (a) two dollars per share; or (b) 50% of the bid 
price of EVRO's common stock as of the end of the month preceding Stellar's     
exercise of its option.  As mentioned above, the TSSN Acquisition Agreement     
between EVRO and Stellar provided that THI would be entitled to receive Special 
Shares in certain circumstances and the agreement further provided that if the  
Special Shares were issued, Stellar would have the option to buy the Special    
Shares from TSSN.  Stellar paid no additional consideration for the option to   
purchase the Special Shares from THI.  Stellar's option to acquire the Special  
Shares shall terminate June 30, 1997.  Stellar has not been granted             
"registration rights" with respect to the Special Shares.                       

        The following example is provided to illustrate the application of the
contractual provisions of the EVRO-TSSN agreement related to the obligation of  
EVRO to issue Special Shares.  The following illustration presumes that EVRO    
has not redeemed its Series D Preferred Stock prior to March 13, 1996, as such  
event terminates the obligation of EVRO to issue Special Shares as discussed    
more fully above.                                                               

        EXAMPLE:  Assuming that the average total assets of THI for the period
     from March 14, 1995 to March 13, 1996, equalled the total assets of
      THI on December 31, 1994, $(5,194,873), then the number of shares of
      EVRO common stock; i.e., the Special Shares, that would be issued to
THI would total 519,487 shares [(20% x $5,194,873) / $2.00].  

      Stellar has the option to purchase the Special Shares from THI on or
       before June 30, 1997 by paying THI the greater of (a) two dollars per
     share; or (b) 50% of the bid price of EVRO's common stock as of the
        end of the month preceding Stellar's exercise of its option.  Assuming
 that the bid price of EVRO's common stock on March 14, 1996, is

-6- 

10KSB/A
7th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 7th

 equal to the bid price of EVRO's common stock on March 14, 1995
        [$1.31], the option price would be $2.00.  If Stellar were to exercise
       its option to acquire all of the Special Shares, it would be required
to pay THI $1,038,974.                                        

      The Special Shares that Stellar may acquire upon the exercise of its
     option will be restricted securities and such Special Shares can be
      transferred by Stellar either pursuant to the limitations imposed by
  Rule 144 or without limitation through an effective registration
statement relating to such securities.                        

 To the extent that EVRO redeems the Series D Preferred Stock by
issuing shares of THI to the holders thereof, the common shareholders of EVRO   
who do not also own shares of the Series D Preferred Stock will be diluted, as  
EVRO will receive no consideration for the issuance of the Special Shares.  To  
the extent that Special Shares are issued to THI and Stellar exercises its      
option to acquire the Special Shares from THI, Stellar will benefit from such   
transaction to the extent that the market price of the shares of EVRO's common  
stock is greater than the option price that Stellar must pay THI for the        
Special Shares.                                                                 

       EXAMPLE:  Assume that the "bid" price of EVRO's common stock on March
      31, 1996, was $3.75 and the "ask" price $4.00.  Applying the formula
 set forth above, if Stellar exercises its option to acquire the
      Special Shares on April 15, 1996, the option price will be $2.00 per
      share (the greater of $2.00 or 50% of the bid price of EVRO's common
stock).  Stellar would receive a benefit unavailable to other 
   shareholders of EVRO as it would be able to acquire shares of the
      common stock of EVRO at a substantial discount to the "ask" price of
      the shares of EVRO; however, the shares acquired by Stellar would be
   restricted securities, as that term is defined in Rule 144(a)(3),
       promulgated by the Securities and Exchange Commission pursuant to the
  Securities Act of 1933, as amended, and as a result thereof, not
freely transferable by Stellar.                               

   If the Series D Preferred Stock has not been redeemed by June 30,
1997, the holders thereof shall be entitled to receive a special dividend of    
shares of EVRO's common stock in an aggregate amount equal to the number of     
Special Shares held by THI as of June 30, 1997.  As long as the Series D        
Preferred Stock remains outstanding, additional stock dividends shall be        
payable by EVRO to the holders of the Series D Preferred Stock, beginning July  
1, 1998, and continuing each July 1st thereafter until EVRO has redeemed its    
Series D Preferred Stock, in an annual amount equal to the number of Special    
Shares transferred to THI during the immediately preceding applicable twelve    
month period.                                                                   

    For financial reporting purposes, the business combination between
TSSN and EVRO will be accounted for as a reverse purchase acquisition under     
which TSSN and EVRO will be recapitalized to include the historical financial   
information of TSSN and the assets and liabilities of EVRO revalued to reflect  
the market value of EVRO's outstanding shares.  The following Proforma Combined 
Condensed Balance Sheet as of December 31, 1994 and Proforma Combined Condensed 
Statement of Operations for the year then ended have been prepared as if the    
EVRO-TSSN business combination had occurred as of January 1, 1994.  The         
financial statements for TSSN, which are unaudited, have been included as of    
September 30, 1994 and for the nine months then ended, since they were the most 
recent financial statements available.  Upon completion of the audited          
financial statements for TSSN for the period ending December 31, 1994, EVRO     
intends to file an amendment to its Form 8-K dated March 14, 1995 to provide    
the audited financial statements of TSSN and the proforma financial information 
required, on or before May 13, 1995.                                            

-7- 

10KSB/A
8th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 8th

EVRO CORPORATION AND THE SPORTS & SHOPPING NETWORK, INC.    

                                                        [Enlarge/Download Table]
                                                                                                                   
                                            PROFORMA COMBINED CONDENSED BALANCE SHEET                              
                                                        DECEMBER 31, 1994                                          
------------------------------------------------------------------------------------------------------------------ 
                                                              ASSETS                                               
                                                              ------                                               

       Total current assets                                                                            $   249,000 
       Total property and equipment                                                                      3,511,000 
       Total other assets                                                                                3,348,000 
                                                                                                       ----------- 

       TOTAL ASSETS                                                                                    $ 7,108,000 
                                                                                                       =========== 

                                           LIABILITIES AND STOCKHOLDERS' EQUITY                                    
                                           ------------------------------------                                    
       Total current liabilities                                                                       $ 1,346,000 
       Total long-term debt                                                                              1,786,000 
                                                                                                       ----------- 
       TOTAL LIABILITIES                                                                                 3,132,000 

       TOTAL STOCKHOLDERS' EQUITY                                                                        3,976,000 
                                                                                                       ----------- 
       TOTAL LIABILITIES &                                                                                         
         STOCKHOLDERS' EQUITY                                                                          $ 7,108,000 
                                                                                                       =========== 

                                   PROFORMA COMBINED CONDENSED STATEMENT OF OPERATIONS                             
                                               YEAR ENDED DECEMBER 31, 1994                                        
------------------------------------------------------------------------------------------------------------------ 
       Sales and Revenues:                                                                              $1,083,000 
       Costs of sales and Revenues                                                                         611,000 
                                                                                                       ----------- 
       Gross Margin                                                                                        472,000 

       Operating Expenses:                                                                               3,938,000 
                                                                                                       ----------- 
       Operating Loss                                                                                   (3,466,000)
       Other Income (Expenses:)                                                                           (150,000)

       Net Loss of Continuing Operations                                                                (3,616,000)

       Loss of Discontinued Operations                                                                  (2,909,000)
                                                                                                       ----------- 

       NET LOSS                                                                                        $(6,525,000)
                                                                                                       =========== 

-8- 

10KSB/A
9th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 9th

BUSINESS OF EVRO                                                                

Since 1990, EVRO has overseen the operation and management of 
recreational vehicle ranches owned by Treasure Rockhound and the development    
and sales of medical imaging devices manufactured by Lintronics.  In 1994, EVRO 
expanded its operations to include medical video programming when it acquired   
60% of Good Health in February, and in July increased its campground operation  
with the acquisition of Tres Rivers which owns and operates a 46-acre           
recreational vehicle campground in Texas.  As more fully described in the       
sections captioned "Business of EVRO - Lintronics Technologies, Inc." and       
"Business of EVRO -The Good Health Channel, Inc.", EVRO had two business        
segments, a health related business segment and a recreational business         
segment.  EVRO operated the health related business segment through the         
following, direct or indirect, subsidiary corporations:  Lintronics, Good       
Health, Imaging Technologies, Inc.  ("Imaging"), a corporation organized under  
the laws of the British Virgin Islands and a wholly owned subsidiary of         
Lintronics, and EVRO Trading.  During the last quarter of EVRO's 1994 fiscal    
year, EVRO discontinued the business operations of its health related business  
segment (other than winding-up activities), effective as of December 31, 1994.  
Disposable assets of the discontinued operations totaled approximately $32,000  
at December 31, 1994.                                                           

       In January 1995, EVRO formed THI and contributed all of its assets to
THI, including 100% of the issued and outstanding common stock of Lintronics,   
Treasure Rockhound, Tres Rivers, EVRO Trading and 60% of the issued and         
outstanding common stock of Good Health in exchange for all of the issued and   
outstanding capital stock of THI.  In connection with such transfer, THI        
assumed all of the liabilities of EVRO.  In March 1995, EVRO acquired from      
Stellar 98.35% of the shares of the common stock of TSSN, a development stage   
company engaged in the business of developing a television shopping network     
specializing in the marketing of sports memorabilia, apparel and related        
products.                                                                       

THE SPORTS & SHOPPING NETWORK, INC.                                             

       TSSN was formed on December 16, 1992 to develop a television shopping
network specializing in the marketing of sports memorabilia, apparel and        
related merchandise through satellite and cable television stations.            
Television shopping, as a form of business activity, has been the subject of    
rapid development and expansion over the last decade and may, by the turn of    
the century, become a major component of retailing in the world marketplace.    
Television shopping began with the offering of a variety of products by such    
companies as QVC and Home Shopping Network, each of which began as a start-up   
venture that have seen their respective annual sales expand to more than $1     
billion currently.  Others, including major conventional retailers, are         
entering the business.  It is this marketplace, now estimated as having annual  
retail sales of more than $2.5 billion, in which TSSN intends to participate,   
by taking advantage of perceived strategic advantages that it can market in     
competition with the current market leaders.                                    

       It is management's opinion that barriers to entry in this market have
been significantly reduced due to the anticipated expansion of basic cable      
channels which will be provided to the viewing public.  It is estimated that    
500 or more channels will be available to the more than 60 million cable        
households who tune in each day.  As a result, a window of opportunity exists   
to create an entertaining shopping show which will be attractive to television  
executives and home shoppers alike.  Television executives will be challenged   
to identify low cost yet entertaining programs to retain and expand their       
audiences.  In that regard, TSSN's business plan is to focus                    

-9- 

10KSB/A
10th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 10th

its prime time telecast hours to capitalize on the marketing of sports-related  
products from sporting goods manufacturers, as well as highlighting its own     
sports memorabilia and apparel line.  During off-peak hours, TSSN will provide  
sports products of general interest to appeal to the broad range of viewers in  
these time slots. It will also seek to provide a source of income to the        
stations that carry its broadcast by offering a percentage of the gross         
revenues that it generates from their viewing audiences.                        

       TSSN intends to supply a TV program designed to capture the attention
of sports enthusiasts with accurate up-to-the-minute information on all major   
sporting events as well as providing the opportunity to shop for a wide variety 
of sporting goods at discounted prices.  TSSN will also offer the serious       
collector sports memorabilia not easily acquired other than on TSSN.  TSSN      
anchor sales personnel will explain the qualities of products they are selling  
and help the viewer understand how to use them to best help their game or       
sport.  TSSN will strive to keep a strong and loyal viewership by utilizing     
all-star athletes as anchors as much as possible.  TSSN intends to use sports   
legends extensively in connection with the sale of its memorabilia.  TSSN plans 
to use special graphics to update the scores of major professional and amateur  
events, which will allow the sales anchors to continue selling products while   
the scores are being updated and create prospective customers from viewers who  
tune in to catch a score update.                                                

    TSSN will seek to provide a broad range of products to satisfy the
diverse needs of its viewers at prices below its competition.  EVRO believes    
this effort will be successful as a result of its ability to source product     
directly from major wholesalers, thereby enabling savings to be passed on to    
the consumer.  TSSN has acquired "Cager Classic," a trademarked apparel line    
with products that are planned to be marketed and distributed nationally to     
department stores, sports stores, college bookstores and catalog merchandisers  
after its initial introduction on TSSN.  The apparel and sports collectibles    
owned by TSSN will be marketed by their brand names to ensure maximum brand     
development for each product.                                                   

      TSSN has a capability to bring to its viewers sports memorabilia and
collectibles that have been created solely for its use.  Through an agreement   
with Yes! Entertainment, an unaffiliated manufacturer specializing in "talking  
books" produced with audio disc technology previously owned by a TSSN           
subsidiary, TSSN has retained the right to the exclusive use of that technology 
in connection with the marketing of recordings related to the activities of     
notable sports figures and specific sports events.  This patented product will  
allow the sports fan to hear the excitement and relive the thrill of events     
such as Hank Aaron breaking Babe Ruth's home run record or Wilt Chamberlain     
scoring 100 points in a single game.                                            

     TSSN expects to create a series of broadcasts which will be unusual
and entertaining, yet complement studio broadcasts.  In the coming year, TSSN   
hopes to create a series of remote broadcasts directly from the sites of major  
sporting events or sporting goods shows.  This ability will allow TSSN viewers  
to see sports celebrities, while at the same time staying current with respect  
to the new products and technologies that are introduced for marketing in       
particular sports activities.                                                   

    EVRO estimates that during its 1995 fiscal year, TSSN will require
funds of $3,500,000, $1,500,000 to fund TSSN's development stage expenses and   
$2,000,000 for the acquisition of one or more existing businesses that produce  
cable television programming and/or businesses that have contracts with         
existing cable companies to carry such programming.  EVRO anticipates raising   
such funds by the issuance of its shares of capital stock and/or issuing its    
debt                                                                            

-10-

10KSB/A
11th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 11th

instruments, in one or more "private placements" of such securities.  EVRO      
believes that it will take eighteen months to implement TSSN's business plan.   

TECHNOLOGY HOLDINGS, INC.                                                       

      THI was formed in January 1995 as a wholly owned subsidiary of EVRO.
THI owns all of the assets that were owned by EVRO prior to the TSSN            
acquisition.  Pursuant to such acquisition, the holders of EVRO's common stock  
as of the record date of March 27, 1995, will be issued a stock dividend        
consisting of EVRO's Series D Convertible Preferred Stock ("Series D Preferred  
Stock") which will have no voting rights.  EVRO has the right, but not the      
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's 
issued and outstanding capital stock.                                           

       THI is entitled to receive, on an annual basis, that number of shares
of EVRO's voting common stock (the "Special Shares") equal to 20% of the        
average total assets of THI over a twelve month period (March 14 through the    
following March 13 each year divided by two dollars.  The phrase "total assets" 
shall mean the amount set forth on the consolidated balance sheet of THI as     
total assets and shall include, but not be limited to, current assets, property 
and equipment (net of accumulated depreciation), investments and other assets   
(net of accumulated amortization and adjustments).  The phrase "average total   
assets" shall be computed by adding the total assets (as defined above) of THI  
as set forth on the balance sheets of THI during each of the quarters ending    
March 31, June 30, September 30 and December 31 during each applicable twelve   
month period and dividing such sum by four.  THI shall ratably earn the Special 
Shares over each applicable twelve month period.  EVRO's entitlement to the     
Special Shares shall cease upon EVRO's redemption of its Series D Preferred     
Stock.                                                                          

       Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of (a) two dollars per share; or (b) 50% of the bid 
price of EVRO's common stock as of the end of the month preceding Stellar's     
exercise of its option.  Stellar's option to acquire the Special Shares shall   
terminate June 30, 1997.  Stellar has not been granted "registration rights"    
with respect to the Special Shares.  EVRO is prohibited from pledging,          
hypothecating or otherwise encumbering its shares of THI's capital stock.       

   If the Series D Preferred Stock has not been redeemed by June 30,
1997, the holders thereof shall be entitled to receive a special dividend of    
shares of EVRO's common stock in an aggregate amount equal to the number of     
Special Shares held by THI as of June 30, 1997.  As long as the Series D        
Preferred Stock remains outstanding, additional stock dividends shall be        
payable by EVRO to the holders of the Series D Preferred Stock, beginning July  
1, 1998 and continuing each July 1st thereafter until EVRO has redeemed its     
Series D Preferred Stock, in an annual amount equal to the number of Special    
Shares transferred to THI during the immediately preceding applicable twelve    
month period.                                                                   

THI has four wholly owned subsidiaries--Lintronics, Treasure  
Rockhound, EVRO Trading and Tres Rivers and owns 60% of the capital stock of    
Good Health.  The operations of Lintronics, EVRO Trading and Good Health, and   
Imaging, a wholly owned subsidiary of Lintronics, were discontinued as of       
December 31, 1994.                                                              

-11-

10KSB/A
12th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 12th

LINTRONICS TECHNOLOGIES, INC.                                                   

        In June 1993, at Lintronics' request, its representatives met with the
FDA in Washington, D.C., to attempt to satisfy issues as to the efficacy of     
transillumination devices in general and Lintronics' transillumination products 
in particular.  The FDA asserts that sufficient clinical studies have not been  
submitted to substantiate the claim that the technology of transillumination is 
effective and therefore, deems this technology to be ineffective.  Lintronics   
believes that the FDA's conclusion regarding transillumination technology and   
the efficacy of its products is based on a National Institutes of Health study  
conducted with a type of breast scanning device which utilized a process very   
different from the process employed in Lintronics' products.  Clinical and      
field studies have shown that Lintronics' transillumination products are        
effective in detecting breast abnormalities.  In 1986, clinical trials on a     
Lintronics lightscanning device were conducted at the University of Miami to    
determine its effectiveness in detecting breast abnormalities. The study        
reports that the device proved effective in the hands of trained personnel and  
could be used with routine breast examination and mammography to increase yield 
of breast pathology.  Lintronics is unaware of any studies performed using its  
lightscanning devices which have reported contrary conclusions or results.  In  
addition to its studies from the University of Miami, Lintronics presented      
numerous clinical studies conducted by physicians in China on equipment         
designed by Lintronics' predecessor company and other similar equipment.  These 
studies concluded that transillumination was effective.  In China,              
transillumination has been the modality of choice for breast examination for    
the past several years.  However, these studies did not convince the FDA as to  
the efficacy of transillumination products in general and Lintronics' products  
in particular.                                                                  

        In late 1994, it became apparent that the FDA intended to classify all
transillumination devices as Class III devices.  The FDA confirmed this         
suspicion in a report contained in the January 13, 1995 issue of the Federal    
Register, which stated that: "FDA concluded that the transillumination devices  
are not clinically effective for the diagnosis or detection of breast cancer or 
other breast abnormalities or conditions, and that the use of the technique may 
contribute to the delay of detection of lesions in the early stages of cancer,  
when the disease is most treatable.  At this time, therefore, the distribution  
of breast transillumination devices or any multipurpose transillumination       
device that is labeled, promoted, or intended for use in the diagnosis or       
detection of breast cancer is in violation of the law, regardless of whether    
the device is labeled for independent use or adjunctive use with mammography.   
FDA has initiated enforcement actions against manufacturers who have continued  
to distribute transilluminators."  As disclosed in EVRO's Annual Report on Form 
10-KSB for its year ended December 31, 1993, Lintronics voluntarily recalled    
all transillumination devices that it sold domestically.  That recall was       
completed in 1994.                                                              

    Following the FDA determination that transillumination devices are
non-efficacious, Lintronics planned to use third party, foreign, subcontract    
facilities to manufacture its product and to use Imaging Technologies, Inc.     
("Imaging"), a foreign subsidiary wholly-owned by Lintronics, to market and     
distribute its video breast imaging systems in the foreign marketplace.  These  
efforts were not successful.  Due to management's concern in late 1994 that the 
FDA might issue a pronouncement prohibiting the distribution of breast          
transillumination devices intended for use in the diagnosis or detection of     
breast cancer (which concern was confirmed by the FDA's pronouncement in the    
January 13, 1995 Federal Register to that effect), EVRO decided, effective as   
of December 31, 1994, to cease the operations of its health related business    
segment.                                                                        

-12-

10KSB/A
13th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 13th

TREASURE ROCKHOUND RANCHES, INC.                                                

Treasure Rockhound operates seven recreational ranches in four
southwestern states.  Its private membership organization, Camper Ranch Club of 
America ("Camper Ranch Club"), is now in its 22nd year of offering its          
approximately 5,300 dues-paying members, primary recreational vehicle ("RV")    
travelers, daily or long term leases on improved campsites at its various ranch 
locations.  Treasure Rockhound owns approximately 5,000 acres and leases        
approximately 7,300 acres from individuals, states and the federal government.  

The Treasure Rockhound ranches cater to a growing trend in the
hospitality field, namely remote, independent excursions into naturally         
pristine areas of the country.  Ranches are located in valleys, on mountains or 
near natural shorelines and offer RV travelers a different climate and culture  
in which to enjoy their leisure time.                                           

      The demographics of the RV vacationer are clearly defined, and their
growth has shown steady, although not dramatic increase.  Members of the Camper 
Ranch Club have year-round access to all of the fully managed Treasure          
Rockhound ranches which provide electric and water hookups for their            
convenience and the opportunity to explore the natural beauty surrounding all   
ranch locations.                                                                

        In late 1994, Treasure Rockhound reinstituted its advertising campaign
in various recreational and camper magazines and expanded and improved several  
ranches in its effort to attract new interest to the organization.  It plans to 
continue these efforts in 1995.                                                 

TRES RIVERS, INC.                                                               

  Tres Rivers is a 46 acre recreational vehicle campground in Glen
Rose, Texas located approximately 55 miles southwest of Dallas/Fort Worth.      
Tres Rivers RV facilities can accommodate approximately 500 RVs.  Tres Rivers   
also offers tent camping, cabin rentals and meeting and entertainment           
facilities.  Located on a scenic junction of three rivers, Tres Rivers offers   
various water recreation opportunities.                                         

THE GOOD HEALTH CHANNEL, INC.                                                   

     Good Health's mission was to provide health information programming
designed for physician waiting rooms.  Good Health's primary objective was to   
provide patient education to a large number of consumers of medical services by 
installing a video replay device and TV monitor in waiting rooms of medical     
facilities throughout the U.S.  This programming, along with relevant           
advertising, was to be presented continuously to the waiting room audience to   
turn negative waiting time into a positive, educational experience.  A          
secondary goal was to provide a unique, out-of-home advertising medium for      
consumer and pharmaceutical companies interested in reaching Good Health's      
target audience.                                                                

    During 1994, Good Health's efforts to obtain funding for equipment
leasing, secure advertisers to underwrite its programming, and subscribe a      
sufficient number of pediatric offices were unsuccessful.  The combination of   
these three shortcomings and the significant losses generated by Good Health's  
operations caused EVRO to discontinue the operations of Good Health, effective  
as of December 31, 1994.                                                        

-13-

10KSB/A
14th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 14th

MARKETING AND COMPETITION                                                       

THE SPORTS & SHOPPING NETWORK, INC.                           

The home shopping television programming business is highly   
competitive, dependent upon and subject to technology advancements and requires 
the availability of substantial capital.  The annual sales of Home Shopping     
Network and QVC represent 80% or more of the aggregated retail sales of the     
television home shopping market.  In 1993, Home Shopping Club had gross sales   
of over $1 billion and QVC had gross sales of over $1.2 billion.  Home Shopping 
Club is currently broadcasting to just over 60 million homes, and QVC is in     
just under 53 million homes.  Both stations sell sports memorabilia, on a       
limited basis, mostly in the form of collectible cards, (baseball, football,    
basketball and hockey).  QVC also sells baseball cards and other assorted       
memorabilia and generally concentrates on higher quality products at higher     
prices than Home Shopping Club.  In addition, there are a number of smaller     
companies which offer shop at home programming on satellite and directly to     
broadcasting stations and cable networks on a part-time basis. The financial    
and operating resources of more established providers of television shopping    
services are far superior to those of TSSN, potentially enabling them to outbid 
TSSN for available broadcast time.  Moreover, if TSSN's programming orientation 
or other methodologies by which it will seek to secure broadcast space are      
successful, it can expect to find larger providers offering similar products at 
highly competitive prices and margins within the market segment staked out by   
TSSN.                                                                           

      Other forms of competition include sporting goods stores, department
stores, specialty shops, pro shops and mail order catalogues.  In recent years, 
new mega-stores, located in large metropolitan areas, such as Sports Authority  
(owned by K-Mart) have begun to offer sports products at discounted prices.     

TREASURE ROCKHOUND RANCHES, INC.                              

       Treasure Rockhound competes with all other recreational vehicle ranch
clubs and parks in the southwest United States. Treasure Rockhound has          
reinstituted its advertising campaign in various recreational and camper        
magazines and has expanded and improved several ranches in its effort to        
attract new interest to Camper Ranch Club.  EVRO believes that Treasure         
Rockhound will continue to hold its market share in the highly competitive      
recreational camping business.                                                  

TRES RIVERS, INC.                                             

Like Treasure Rockhound, Tres Rivers competes with all other  
recreational vehicle parks in the southwest United States.  EVRO feels that     
Tres Rivers will continue to hold its market share in the highly competitive    
recreational camping business.                                                  

-14-

10KSB/A
15th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 15th

PATENTS AND TRADEMARKS                                                          

        TSSN holds three federally registered trademarks supporting its "Cager
Classic" sports apparel line, including "Cager Classic," "America's Game" and   
"Billy Baseline."  In addition, TSSN owns the exclusive rights to the audio     
disk technology used in connection with the production of "talking collectible  
cards" dealing with notable sports figures or specific sports events.  The      
technology is protected by patents held by Yes! Entertainment.                  

        Lintronics owns a United States patent on an optical light probe which
was available for use in certain of its transillumination devices.  The names   
LINTRONICS(R), LINTRO-SCAN(R), IllumiScan(TM) and MAMMO-SCAN(R) are federally   
registered trademarks of Lintronics.                                            

GOVERNMENT REGULATIONS AND/OR APPROVALS                                         

    With the decision by Lintronics to halt further development of its
transillumination products, neither EVRO nor any of its operating subsidiaries  
currently has products requiring governmental approval.                         

RESEARCH AND DEVELOPMENT COSTS                                                  

      Lintronics spent approximately $478,000 in 1993 and $253,000 in 1994
on research and development of its medical devices.  All of the research and    
development cost for 1994 and 1993 is related to the discontinued operations.   

EMPLOYEES                                                                       

      EVRO has two full-time employees. THI has three full-time employees.
Treasure Rockhound has 13 full-time and 17 part-time employees located at the   
various ranches and three full-time and two part-time office employees. Tres    
Rivers has five full-time employees.                                            

        TSSN currently has no employees.  TSSN's officers are employees of and
are compensated by Stellar.  Stellar provides management services pursuant to a 
Management Services Agreement (the "Management Agreement").  Stellar provides   
to TSSN personnel, supplies, equipment, technical office, administrative and    
accounting services, management expertise, and other resources for which it     
receives annual fees aggregating $976,536 payable in equal monthly              
installments.  The Management Agreement expires on December 31, 1995, however,  
it automatically renews for additional one year periods, upon the terms and     
conditions contained in the Management Agreement, although Stellar and TSSN may 
renegotiate the schedule of charges set forth in the Management Agreement.  In  
the event a party desires not to renew the Management Agreement, such party     
must give the other party six months prior written notice of its intention not  
to renew.                                                                       

ITEM 2.  DESCRIPTION OF PROPERTIES.                                             

   As of December 31, 1994, EVRO's principal offices were located at
10002 Princess Palm Avenue, Suite 304, Tampa, Florida 33619.  This location     
encompassed approximately 6,300 square feet and was leased by THI's Lintronics  
subsidiary pursuant to a five-year lease. This office space was also the        
location for THI, Lintronics, EVRO Trading and Good Health.  TSSN's principal   
offices are located at 10001 Kingston Pike, Suite 31, Knoxville, Tennessee      
37922.  These premises, comprising approximately 7,000 square feet, are leased  
by TSSN under                                                                   

-15-

10KSB/A
16th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 16th

a one-year lease.  Treasure Rockhound leases a 2,500 square foot office         
facility at 3201 North Frazier, Conroe, Texas 77301.  EVRO feels that its       
leased facilities are adequate for its current level of activity.               

Treasure Rockhound owns approximately 5,000 acres and leases  
approximately 7,300 acres from individuals, states and the federal government.  
Only a portion of these acres are utilized by Camper Ranch Club.  To a large    
extent, much of the land could be sold to ranchers and other investors;         
however, EVRO is not aggressively seeking buyers at this time as it is the goal 
of EVRO to expand the ranches in the future.                                    

       Tres Rivers owns a 46-acre recreational vehicle campground located in
Glen Rose, Texas.                                                               

       Treasure Rockhound owns a 12.5% equity interest in Bell Knob Partners
("Bell Knob"), a partnership which owns approximately 600 acres surrounding the 
Bell Knob Golf Course in Gillette, Wyoming.  This property is currently offered 
for sale as acreage to be developed into residential lots.  Treasure            
Rockhound's interest in Bell Knob (currently held in escrow), along with any    
cash flow generated from the sale of Bell Knob's property, is pledged as        
security for EVRO's obligations under the settlement agreement by and among     
Dale A. Fullerton, former Chairman of the Board of EVRO, Treasure Rockhound and 
EVRO.                                                                           

ITEM 3.  LEGAL PROCEEDINGS                                                      

     EVRO is currently not a party in any significant legal proceedings.

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

        During the fourth quarter of the fiscal year closed by this report, no
matters were submitted to a vote of EVRO's shareholders.                        

(Remainder of page left blank intentionally.) 

-16-

10KSB/A
17th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 17th
PART II 

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  

(a)      PRICE RANGE OF COMMON STOCK                                            

  The following table shows the high and low closing bid prices as
represented by Nasdaq for EVRO's Common Stock for the calendar quarters         
indicated.  EVRO's Common Stock is traded on Nasdaq Small Cap Market under the  
symbol "EVRO".                                                                  

       The quotations represent prices between dealers in securities, do not
include retail markup, markdowns or commissions and may not necessarily         
represent actual transactions.                                                  

                                                                [Download Table]

      1993                          HIGH                     LOW 
      ----                          ----                     --- 
                                                                 
First Quarter                      $4.25                    $1.75

Second Quarter                     $2.25                    $0.72

Third Quarter                      $5.81                    $0.63

Fourth Quarter                     $5.25                    $2.25

      1994                          HIGH                     LOW 
      ----                          ----                     --- 
First Quarter                      $2.56                    $0.88

Second Quarter                     $1.31                    $0.63

Third Quarter                      $1.13                    $0.50

Fourth Quarter                     $0.53                    $0.16

      The above prices do not reflect a 1:20 reverse stock split effective
January 26, 1995.                                                               

(b)      APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS                          

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

-17-

10KSB/A
18th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 18th
(c)      DIVIDENDS                                                              

     EVRO has never paid cash dividends on its common stock.  Payment of
dividends is within the discretion of EVRO's Board of Directors and will depend 
on, among other factors, earnings, capital requirements and the operating and   
financial condition of EVRO.  At the present time, EVRO anticipates retaining   
future earnings, if any, in order to finance the development of its business    
activities.  The holders of EVRO's common stock as of the record date of March  
27, 1995, will be issued a stock dividend consisting of EVRO's Series D         
Convertible Preferred Stock ("Series D Preferred Stock") which will have        
limited voting rights.  EVRO has the right, but not the obligation, to redeem   
the Series D Preferred Stock in exchange for all of THI's issued and            
outstanding capital stock.                                                      

       THI is entitled to receive, on an annual basis, that number of shares
of EVRO's voting common stock (the "Special Shares") equal to 20% of the        
average total assets of THI over a twelve month period (March 14 through the    
following March 13 each year) divided by two dollars.  The phrase "total        
assets" shall mean the amount set forth on the balance sheet of THI as total    
assets and shall include, but not be limited to, current assets, property and   
equipment (net of accumulated depreciation), investments and other assets (net  
of accumulated amortization and adjustments).  The phrase "average total        
assets" shall be computed by adding the total assets (as defined above) of THI  
as set forth on the balance sheets of THI during each of the quarters ending    
March 31, June 30, September 30 and December 31 during each applicable twelve   
month period and dividing such sum by four.  THI shall ratably earn the Special 
Shares over each applicable twelve month period.  EVRO's entitlement to the     
Special Shares shall cease upon EVRO's redemption of its Series D Preferred     
Stock.                                                                          

       Stellar has the option to purchase the Special Shares from THI for an
amount equal to the greater of: (a) two dollars per share; or (b) 50% of the    
bid price of EVRO's common stock as of the end of the month preceding Stellar's 
exercise of its option.  Stellar's option to acquire the Special Shares shall   
terminate June 30, 1997.  Stellar has not been granted "registration rights"    
with respect to the Special Shares.  EVRO is prohibited from pledging,          
hypothecating or otherwise encumbering its shares of THI's capital stock.       

   If the Series D Preferred Stock has not been redeemed by June 30,
1997, the holders thereof shall be entitled to receive a special dividend of    
shares of EVRO's common stock in an aggregate amount equal to the number of     
Special Shares held by THI as of June 30, 1997.  As long as the Series D        
Preferred Stock remains outstanding, additional stock dividends shall be        
payable by EVRO to the holders of the Series D Preferred Stock, beginning July  
1, 1998 and continuing each July 1st thereafter until EVRO has redeemed its     
Series D Preferred Stock, in an annual amount equal to the number of Special    
Shares transferred to THI during the immediately preceding applicable twelve    
month period.                                                                   

-18-

10KSB/A
19th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 19th

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

GENERAL OVERVIEW                                                                

        In October 1992, EVRO entered into an agreement to acquire Lintronics,
a company which develops, markets and manufactures breast examination devices.  
EVRO immediately changed its primary focus from one of operation of             
membership-only recreational vehicle camping ranches to the development,        
manufacture and sale of medical scanning devices used to assist physicians in   
the detection of breast abnormalities.  During 1993, Lintronics was advised by  
the FDA that the FDA deemed transillumination devices, including Lintronics'    
products, to be non-efficacious and that Lintronics must discontinue the        
manufacture and sale of its transillumination products until further clinical   
trials are successfully completed under the FDA's IDE process and determined to 
be substantially equivalent to legally marketed products.                       

In 1994, Lintronics' plans were to use third party, foreign,  
subcontract facilities to manufacture its product and to use Imaging, to market 
and distribute its video breast imaging systems in the foreign marketplace.     
EVRO also announced a potential joint venture with a foreign research and       
development firm specializing in light imaging.  As a result of management's    
belief in late 1994 that the FDA would prohibit the marketing of breast         
transillumination devices intended for use in the diagnosis or detection of     
breast cancer (later confirmed by the FDA on January 13, 1995), EVRO terminated 
its health related business segment, effective December 31, 1994.               
Consequently, the contemplated joint venture with a foreign research firm was   
never consummated.                                                              

In February 1994, EVRO announced that it had finalized its    
negotiations leading to the acquisition of 60% of the issued and outstanding    
common stock of Good Health.  Good Health specialized in providing health       
information programming designed for physician waiting rooms, and also provided 
an out-of-home advertising medium for consumer and pharmaceutical companies.    
During 1994, Good Health's efforts to obtain funding for equipment leasing,     
secure advertisers to underwrite its programming, and subscribe a sufficient    
number of pediatric offices were unsuccessful.  The combination of these three  
shortcomings, the significant losses generated by Good Health's operations and  
EVRO's difficulties with its other health related businesses caused EVRO to     
terminate its health related business segment, effective as of December 31,     
1994.                                                                           

        On July 15, 1994, EVRO entered into an agreement with Three Rios, Ltd.
to acquire a 46-acre recreational vehicle campground.  Prior to the closing of  
the agreement, EVRO assigned its rights to acquire the campground to Tres       
Rivers.  Tres Rivers incurred losses during 1994 related to the acquisition     
itself as well as costs related to administrative start-up and ongoing          
maintenance and repair.                                                         

       On March 14, 1995, EVRO acquired 98.35% of the issued and outstanding
common shares of TSSN from Stellar.  In connection with the acquisition of the  
controlling interest in                                                         

-19-

10KSB/A
20th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 20th

TSSN, EVRO agreed to issue 16,759,038 shares of EVRO's common stock, or 77.09%  
of EVRO's 21,738,735 shares of common stock, computed on a fully diluted basis, 
after giving effect to EVRO's anticipated increase in its authorized shares of  
common stock.  EVRO issued Stellar 500,000 shares of common stock at the        
closing of the TSSN acquisition and has agreed to issue the remaining shares    
following completion of an increase in EVRO's authorized shares of common       
stock.  Pursuant to the agreement between EVRO and Stellar, EVRO will offer to  
acquire the remaining 1.65% of TSSN's issued and outstanding shares of common   
stock held by TSSN's minority shareholders in exchange for 281,418 shares of    
EVRO's common stock.                                                            

RESULTS OF OPERATIONS                                                           

        The following is a discussion of EVRO's results of operations for 1993
and 1994.  EVRO's net loss increased from $2.4 million in 1993 to $5.2 million  
in 1994.  EVRO's net loss per share increased from $(2.72) in 1993 to $(4.15)   
in 1994.  Such changes were directly attributable to restrictions placed on     
EVRO by the FDA which limited sales of Lintronics' products and the related     
legal and consulting support necessary to respond to the FDA, costs related to  
the operation of Good Health, Imaging, and EVRO Trading, (all three of whom     
were acquired or incorporated during 1994, and whose business operations were   
discontinued effective as of December 31, 1994), and losses related to Tres     
Rivers, also acquired in 1994.  The net loss includes losses of $2,909,000 due  
to the discontinued operations of EVRO's health related business segment,       
effective December 31, 1994.  The loss from discontinued operations includes    
the writeoff of goodwill of $802,000 and other assets of $251,000 of Good       
Health.  In addition, EVRO adjusted its goodwill downward by $922,000 and       
wrote-down other assets of $131,000.                                            

    For the year ended December 31, 1994, EVRO's consolidated revenues
were approximately $1,081,000.  The following table is a summary and comparison 
of the 1994 and 1993 amounts:                                                   

                                                                [Download Table]

                                                 In Thousands                 
                                                 ------------                 
                                     1994                           1993      
                                     ----                           ----      
                                                                              
Membership and Other                                                          
  Revenues:                                                                   

         Treasure Rockhound    $  922       85%                $  964      83%

         Tres Rivers              159       15%                   -0-         
                               ------      ---                 ------     --- 
                                1,081      100%                   964      83%

Product Sales of Discontinued                                                 
  Operations                      -0-                             201      17%
                               ------      ---                 ------     --- 
                               $1,081      100%                $1,165     100%
                               ======      ===                 ======     === 

       Revenues from Treasure Rockhound decreased by $42,000, or 4.4%, which
decrease is believed to represent normal fluctuations in the business cycle of  
Treasure Rockhound.  The                                                        

-20-

10KSB/A
21st Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 21st

$159,000 in revenue from Tres Rivers was generated from the date of acquisition 
July 15, 1994 to December 31, 1994.  The $201,000 of product sales for 1993     
shown in the above table, were from EVRO's health related business segment, and 
represent sales of imaging equipment.  As reported elsewhere herein; EVRO       
decided to terminate the operations of its health related business segment as   
of December 31, 1994.  No sales for this segment were recorded in 1994.         

     The operating expenses of continuing operations were $2,648,000 and
$1,359,000 for 1994 and 1993, respectively.  The increase of $1,289,000 (94.8%) 
was primarily a result of the adjustment of goodwill $(900,000 or 66.2%) and    
the adjustment of other assets $(131,000 or 9.6%), and increases in selling and 
administrative expenses (directly related to expenses incurred by EVRO with     
regards to the acquisition of Tres Rivers and the administrative expenses       
incurred in the operation of the campgrounds).                                  

LIQUIDITY AND CAPITAL RESOURCES                                                 

    As discussed above, EVRO has incurred operating losses in 1993 and
1994 which have adversely reduced EVRO's liquidity and capital resources. In    
addition, TSSN, acquired on March 14, 1995, is considered to be a developmental 
stage company as defined in Financial Accounting Standard No. 7 which will      
require substantial capital infusion to fully establish its operations.  The    
ability of EVRO to continue as a going concern is dependent upon the successful 
completion of one or more private equity and/or debt offerings and attaining    
future profitable operations.  EVRO currently expects to complete one or more   
private equity and/or debt placements to provide the necessary capital which    
management believes is necessary in order for TSSN to establish its operations  
by mid-year.  There is no assurance that EVRO will be successful in its private 
offerings of its securities.  If EVRO is not successful in completing its       
anticipated private equity or debt placements, there is serious doubt whether   
EVRO will be able to continue as a going concern.                               

During 1995, EVRO estimates that it will require approximately
$5,000,000 in equity and/or debt financing to meet its cash requirements.  Of   
that amount, THI will require approximately $1,150,000, which will be used to   
make principal and interest payments on its debt $(646,000); to satisfy its     
obligations under its leases and other contractual commitments $(152,000); and, 
to fund the anticipated cash flow deficit from THI's continuing operations      
$(352,000).  THI's cash flow deficit of $352,000 from its continuing operations 
gives effect to planned cost savings that THI anticipates achieving from        
personnel reductions and other cost saving measures.  THI does not anticipate   
making significant capital expenditures during 1995.  The failure by THI to     
obtain additional capital will likely result in EVRO/THI defaulting on their    
debt obligations, resulting in their creditors foreclosing upon the assets of   
EVRO, THI and its subsidiaries, which, obviously, would have a substantial      
negative impact upon EVRO's ability to continue as a going concern.             

 EVRO expects that TSSN will require approximately $3,500,000 to
continue the execution of its business plan during 1995, $1,500,000 of which    
will be needed to fund TSSN's development stage expenses and the balance,       
$2,000,000, for the acquisition of one or more                                  

-21-

10KSB/A
22nd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 22nd

existing businesses that produce television shopping programming and/or         
businesses that have the capability to distribute and broadcast TSSN's          
programming.  As of December 31, 1994, TSSN did not have any significant        
scheduled debt or significant lease commitments.                                

        EVRO's cash requirements are expected to be obtained from the proceeds
of the issuance of its securities.  The timing and nature of the proposed sale  
of EVRO's debt and or equity securities are uncertain as EVRO has not yet       
received a commitment from a broker-dealer to underwrite the sale of its        
securities.  While EVRO is negotiating with several broker-dealers to           
underwrite the sale of its securities, there can be no assurance given that     
EVRO will be successful in negotiating an acceptable agreement with a           
broker-dealer.  If EVRO is unable to reach an agreement with a broker-dealer to 
underwrite its securities, EVRO will likely attempt to sell its securities      
without the assistance of a broker-dealer.                                      

     During 1993 and 1994, EVRO met its operating cash requirements from
loans from ACL, the majority shareholder of EVRO, as well as from the issuance  
of EVRO's capital stock.  ACL has historically provided short-term temporary    
financing on terms favorable to EVRO.  During the quarters ended December 31,   
1994 and March 31, 1995, ACL provided $192,000 and $110,000, respectively. The  
outstanding balance on these loans amounted to $252,000 as of March 31, 1995.   
While EVRO anticipates that ACL will continue to provide temporary financing on 
favorable terms, there can be no assurance that such financing will continue.   

EVRO's recreational vehicle segment principally meets its cash
requirements from operating cash flows.  Management anticipates making          
improvements to properties in that segment.  These improvements will be funded  
using cash flows from operations and/or bank borrowings.                        

   In the opinion of EVRO's management, EVRO will only incur minimal
expenditures in connection with winding-up the activities of EVRO's             
discontinued operations.  The only foreseeable expenditures will be those       
related to administrative activities and will have a nominal impact on EVRO's   
liquidity.                                                                      

(Remainder of page left blank intentionally.) 

-22-

10KSB/A
23rd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 23rd

ITEM 7.  FINANCIAL STATEMENTS                                                   

        The Financial Statements and Schedules are attached hereto as required
by Rule 14(a)-3(b).                                                             

                                                        [Enlarge/Download Table]

                                                                                                                  Page No.
                                                                                                                          
Independent Auditor's Report  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24 

Consolidated Balance Sheet as of December 31, 1994  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25 

Consolidated Statements of Operations for Years Ended                                                                     
December 31, 1994 and 1993  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26 

Consolidated Statements of Stockholders' Equity                                                                           
for Years Ended December 31, 1994 and 1993  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27 

Consolidated Statements of Cash Flow for Years Ended                                                                      
December 31, 1994 and 1993  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29 

Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30 

(Remainder of page left blank intentionally.) 

-23-

10KSB/A
24th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 24th

ALESSANDRI & ALESSANDRI, P.A.                                                   
CERTIFIED PUBLIC ACCOUNTANTS                                                    

INDEPENDENT AUDITORS' REPORT

EVRO Corporation                                                                
Tampa, Florida                                                                  

     We have audited the accompanying consolidated balance sheet of EVRO
Corporation and subsidiaries ("EVRO") as of December 31, 1994, and the related  
consolidated statements of income, stockholder's equity, and cash flows for the 
years ended December 31, 1994 and 1993.  These financial statements are the     
responsibility of EVRO's management.  Our responsibility is to express an       
opinion on these financial statements based on our audit.                       

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

    In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of EVRO Corporation    
and subsidiaries at December 31, 1994, and the results of their operations and  
their cash flows for the years ended December 31, 1994 and 1993 in conformity   
with generally accepted accounting principles.                                  

        The accompanying financial statements have been prepared assuming that
EVRO will continue as a going concern.  As discussed in the notes to the        
financial statements, which also address management's plans and a subsequent    
event in 1995 which could have an influence upon EVRO's ability to raise        
additional operating capital, EVRO's recurring losses from operations raise     
substantial doubt about its ability to continue as a going concern.  The        
consolidated financial statements do not include any adjustments that might     
result from the outcome of this uncertainty.                                    

      As discussed in Note 10a to the financial statements, management has
determined that the operations of the health related businesses were terminated 
and abandoned as of December 31, 1994.  Accordingly, the financial statements   
have been reclassified to reflect such event.                                   

April 16, 1995                                     /s/ Alessandri & Alessandri  
(except for Note 10a, as to which                                               
the date is December 21, 1995)                                                

ACCOUNTANTS & CONSULTANTS 
5121 EHRLICH ROAD - SUITE 106-B - TAMPA, FLORIDA 33624
(813) 969-1995 - FAX (813) 960-2740 
Member: American Institute of Certified Public Accountants/Division of CPA    
Firms - Member Florida Institute of Certified Public Accountants              

-24-

10KSB/A
25th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 25th

EVRO CORPORATION  
CONSOLIDATED BALANCE SHEET  
DECEMBER 31, 1994   

                                                        [Enlarge/Download Table]
                                                                                       
                                           ASSETS                                      
                                           ------                                      
CURRENT ASSETS:                                                                        
    Cash                                                                    $    7,300 
    Note receivable (current portion)                                           10,000 
    Other receivables                                                           17.415 
    Net current assets of discontinued operations                                3,004 
                                                                            ---------- 

        Total current assets                                                    37,719 
                                                                            ---------- 

PROPERTY AND EQUIPMENT:                                                                
    Land and improvements                                                    2,343,796 
    Buildings and structures                                                 1,070,671 
    Machinery and equipment                                                    279,442 
    Furniture and fixtures                                                      24,617 
    Vehicles                                                                    58,233 
                                                                            ---------- 

                                                                             3,776,759 
    Less:  Accumulated depreciation                                           (345,039)
                                                                            ---------- 

                                                                             3,431,720 
    Net fixed assets of discontinued operation                                  78,954 
                                                                            ---------- 

                 Total property and equipment                                3,510,674 
                                                                            ---------- 

INVESTMENTS AND OTHER ASSETS:                                                          
    Note receivable (less current portion)                                      30,000 
    Goodwill (less accumulated amortization and adjustments of $1,066,742)   1,582,863 
    Investment in partnerships                                                  30,405 
    Net other assets of discontinued operation                                   3,212 
                                                                            ---------- 

        Total other assets                                                   1,646,480 
                                                                            ---------- 

            TOTAL ASSETS                                                    $5,194,873 
                                                                            ========== 

                            LIABILITIES AND STOCKHOLDERS' EQUITY                       
                            ------------------------------------                       

CURRENT LIABILITIES:                                                                   

    Notes payable and current portion of long-term debt                     $  404,724 
    Accounts payable                                                           150,804 
    Amounts due to affiliate                                                   142,381 
    Other current liabilities                                                   47,096 
    Net current liabilities of discontinued operations                         207,779 
                                                                            ---------- 
        Total current liabilities                                              952,784 

LONG-TERM DEBT:                                                                        
    Long-term debt                                                           1,741,105 
    Refundable memberships                                                      32,485 
    Net long-term debt of discontinued operations                               11,582 
                                                                            ---------- 

            TOTAL LIABILITIES                                                2,737,956 
                                                                            ---------- 

STOCKHOLDERS' EQUITY:                                                                  
    Preferred stock, no par value; 1,250,000 shares                                    
        authorized; no shares issued                                                   

    Common stock, no par value; 2,500,000 shares                                       
        authorized; 1,543,279 shares issued                                 11,049,782 

    Accumulated deficit                                                     (8,592,865)
                                                                            ---------- 

            TOTAL STOCKHOLDERS' EQUITY                                       2,456,917 
                                                                            ---------- 

            TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        $5,194,873 
                                                                            ========== 

See notes to consolidated financial statements. 

-25-  

10KSB/A
26th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 26th

EVRO CORPORATION  
CONSOLIDATED STATEMENTS OF OPERATIONS   

                                                                [Download Table]

                                                     Twelve Months Ended          
                                                     -------------------          
                                             December 31,             December 31,
                                                 1994                     1993    
                                             ------------             ------------
                                                                                  
REVENUES:                                                                         
   Membership and other revenues             $ 1,080,991              $   963,752 

COST OF SALES AND REVENUES                       582,186                  639,920 
                                             -----------              ----------- 

GROSS MARGIN                                     498,805                  323,832 
                                             -----------              ----------- 

OPERATING EXPENSES:                                                               
   Selling, general and administration         1,452,240                1,221,531 
   Depreciation and amortization                 164,902                  137,753 
   Adjustment of goodwill                        900,000                          
   Adjustment to other assets                    130,885                          
                                             -----------              ----------- 
                                               2,648,027                1,359,284 
                                             -----------              ----------- 
OPERATING LOSS OF CONTINUING OPERATIONS       (2,149,222)              (1,035,452)

OTHER INCOME (EXPENSES):                                                          
   Interest income                                20,467                    4,351 
   Interest expense                             (180,555)                (105,363)
   Other-net                                      10,956                   17,230 
                                             -----------              ----------- 

NET LOSS OF CONTINUING OPERATIONS             (2,298,354)              (1,119,234)

LOSS OF DISCONTINUED OPERATIONS               (2,909,391)              (1,246,953)
                                             -----------              ----------- 

NET LOSS                                     $(5,207,745)             $(2,366,187)
                                             ===========              =========== 

LOSS PER SHARE:                                                                   

   Net Loss                                  $     (4.15)             $     (2.72)
                                             ===========              =========== 

   Loss of Continuing Operations             $     (1.83)             $     (1.29)
                                             ===========              =========== 

   Loss of Discontinued Operations           $     (2.32)             $     (1.43)
                                             ===========              =========== 

Average Number of Common Shares Outstanding    1,255,363                  870,153 
                                             ===========              =========== 

See notes to consolidated financial statements. 

-26-  

10KSB/A
27th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 27th

EVRO CORPORATION  
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  

                                                        [Enlarge/Download Table]

                                                       Common Stock              Cost of               
                                             --------------------------------   Treasury   Accumulated 
                                               Shares                  $         Shares      Deficit   
                                             ---------            -----------   ---------  ------------
                                                                                                       
COMMON SHARES:                                                                                         
BALANCE, DECEMBER 31, 1992                                                                             
(Including transfer of paid in capital to                                                              
    reflect change to no par value stock in                                                            
    February 1994 and the Company's 1:20                                                               
    reverse stock split in January 1995)       803,811            $ 3,661,158   $(31,911)  $(1,018,933)

Common shares issued for conversion                                                                    
    of preferred shares                         30,500                                                 
Common shares issued:                                                                                  
    To employees                                 8,893                 24,899                          
    In payment of note payable                   3,500                 35,602                          
    In exchange for services                    52,986                629,060                          
Common shares sold                              82,500                938,035                          
Net loss                                                                                    (2,366,187)
                                             ---------            -----------   --------   ----------- 

BALANCE, DECEMBER 31, 1993                     982,190              5,288,754    (31,911)   (3,385,120)

Common shares issued:                                                                                  
    In payment of note payable                  48,798              1,133,421                          
    In exchange for                                                                                    
       services/distributorship                 27,681                111,982                          
    In exchange for preferred shares                                                                   
       held by affiliate                        88,270              1,765,400                          
    As collateral for a loan                    27,500                                                 
    As partial payment in asset                                                                        
       acquisition                              24,833                350,000                          
Common shares sold                             340,154              2,436,637                          
Options exercised                                5,000                 14,500                          
Purchase of Company stock                         (208)               (19,001)                         
Retirement of common stock in treasury            (939)               (31,911)    31,911               
Net loss                                                                                    (5,207,745)
                                             ---------            -----------   --------   ----------- 

BALANCE, DECEMBER 31, 1994                   1,543,279            $11,049,782   $     (0)  $(8,592,865)
                                             =========            ===========   ========   =========== 

See notes to consolidated financial statements  

-27-  

10KSB/A
28th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 28th

EVRO CORPORATION  
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY  

                                                                [Download Table]

                                      Series B Convertible Preferred Stock      
                                 -----------------------------------------------
                                      Shares                         $          
                                 -------------------      ----------------------
                                                                                
PREFERRED SHARES:                                                               

Balance, December 31, 1992                  0                             0     

Shares issued to affiliate-net         48,920                    $  978,400     
                                      -------                    ----------     

Balance, December 31, 1993             48,920                       978,400     

Shares issued to affiliate in                                                   
  exchange for outstanding debt        39,350                       787,000     

Shares redeemed by affiliate                                                    
  and converted to common                                                       
  shares of the company               (88,270)                   (1,765,400)    
                                      -------                    ----------     

Balance, December 31, 1994                  0                             $0    
                                      =======                    ==========     

See notes to consolidated financial statements  

-28-  

10KSB/A
29th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 29th

EVRO CORPORATION  
CONSOLIDATED STATEMENTS OF CASH FLOWS   

                                                        [Enlarge/Download Table]

                                                                 Year Ended            
                                                     ----------------------------------
                                                     December 31,          December 31,
                                                         1994                 1993     
                                                     ------------          ------------
                                                                                       
CASH FLOWS FROM OPERATING ACTIVITIES:                                                  
Net loss                                             $(5,207,745)          $(2,366,187)
Adjustments to reconcile net income to net cash                                        
provided by operating activities:                                                      
   Adjustment to goodwill                              1,721,340                       
   Write-off of other assets                             380,935                       
   Depreciation and amortization                         160,352               142,098 
   Common stock issued for services                      111,982               629,060 
   Gain on sale of facility                                                     (6,788)
   Decrease in inventories                               118,256               333,612 
   Decrease (Increase) in prepaid expenses               230,900              (230,900)
   Increase in other current assets                      306,943               (49,457)
   Decrease in customer deposits                         (61,627)             (161,332)
   (Increase) Decrease in other current liabilities       11,588              (134,409)
                                                     -----------           ----------- 

Net cash used in operating activities                 (2,227,076)           (1,844,303)
                                                     -----------           ----------- 

CASH FLOWS FROM INVESTING ACTIVITIES:                                                  
Acquisition of property and equipment                 (1,287,773)             (345,708)
Proceeds from sale of facility                                                 261,870 
Note receivable                                           40,000               (30,000)
Other non-current assets                                                         1,494 
                                                     -----------           ----------- 

Net cash used in investing activities                 (1,247,773)             (112,344)
                                                     -----------           ----------- 

CASH FLOWS FROM FINANCING ACTIVITIES:                                                  
Proceeds from borrowings                                                     1,438,971 
Repayment of borrowings                                 (137,468)             (383,261)
Proceeds from borrowings from affiliate(s)-net         1,143,845              (214,465)
Proceeds from issuance of common stock                 2,432,136               938,035 
Common shares issued to employees                                               24,899 
Proceeds from redemption and conversion of                                             
   minority interest to preferred stock                                        149,000 
Repayment of refundable memberships-net                   (7,515)               (3,000)
                                                     -----------           ----------- 

Net cash from financing activities                     3,430,998             1,950,179 
                                                     -----------           ----------- 

NET INCREASE (DECREASE) IN CASH                          (43,851)               (6,468)

CASH, BEGINNING OF PERIOD                                 53,270                59,738 
                                                     -----------           ----------- 
                                                           9,419                53,270 

Less: cash of discontinued operations                     (2,119)                      
                                                     -----------           ----------- 

CASH, END OF PERIOD                                  $     7,300           $    53,270 
                                                     ===========           =========== 

Supplemental Disclosure:                                                               
  Interest paid                                      $   180,555           $   122,740 
                                                     ===========           =========== 

See notes to consolidated financial statement 

-29-  

10KSB/A
30th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 30th

EVRO CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 

1.       BASIS OF ACCOUNTING                                                    

      The consolidated financial statements of EVRO Corporation, ("EVRO"),
and its wholly owned subsidiaries, Treasure Rockhound Ranches, Inc. ("Treasure  
Rockhound"), Lintronics Technologies, Inc. ("Lintronics"), Tres Rivers, Inc.    
("Tres Rivers"), and EVRO Trading Corporation ("EVRO Trading"), and its 60%     
owned subsidiary, The Good Health Channel, Inc. ("Good Health"), have been      
presented on the basis that they are a going concern, which contemplates the    
realization of assets and the satisfaction of liabilities in the normal course  
of business.  EVRO has incurred operating losses in 1993 and 1994 which have    
adversely reduced EVRO's liquidity and capital resources.  The ability of EVRO  
to continue as a going concern is dependent upon the successful completion of   
one or more private equity and/or debt offerings and attaining future           
profitable operations.                                                          

2.       HISTORY AND OPERATIONS                                                 

       On February 23, 1994, the shareholders of EVRO voted to change EVRO's
name from EVRO Financial Corp. to EVRO Corporation and its state of             
incorporation from Colorado to Florida.                                         

        Treasure Rockhound operates seven recreational vehicle ranches in four
southwestern states through its private organization, Camper Ranch Club of      
America ("Camper Ranch Club").  Camper Ranch Club offers its members daily or   
long-term leases on improved campsites at its various locations.  Treasure      
Rockhound also operates a mobile home park in the midwest.  During 1994, EVRO   
acquired a 46-acre recreational vehicle ("RV") campground in Texas.  The        
campground, acquired by Tres Rivers, a wholly owned, newly formed Texas         
corporation was purchased for $1,575,000.  The purchase price was comprised of  
$125,000 cash, the assumption of existing indebtedness of $720,000 that         
encumbered the campground, the issuance of a promissory note of $380,000 and    
the issuance of 496,668 shares of EVRO's common stock.  Management allocated    
the purchase price, together with legal and closing costs of $35,805, to the    
property and equipment $(1,410,805) based on their estimated fair market value  
and goodwill $(200,000). The acquisition was accounted for in the financial     
statements using the purchase method of accounting and goodwill is being        
amortized over 15 years using the straight line method.  Operating results of   
Tres Rivers have been included in the Consolidated Statement of Operations      
since July 15, 1994, the date of acquisition.                                   

  Lintronics has been engaged in the business of  the development,
manufacture and sale of medical scanning devices used to assist physicians in   
the detection of breast abnormalities.  During 1993, Lintronics was advised by  
the U. S. Food and Drug Administration ("FDA") that                             

-30-

10KSB/A
31st Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 31st

the FDA deemed transillumination devices, including Lintronics' products, to be 
non-efficacious and that Lintronics must discontinue the manufacture and sale   
of its transillumination products until further clinical trials are             
successfully completed under the FDA's IDE process and determined to be         
substantially equivalent to legally marketed products.  Following this          
determination by the FDA, Lintronics' planned to use third party, foreign,      
subcontract facilities to manufacture its product and to use Imaging            
Technologies, Inc. ("Imaging"), a foreign subsidiary, wholly owned by           
Lintronics to market and distribute its video breast imaging systems in the     
foreign marketplace.  Based on subsequent FDA pronouncements, and Imaging's     
inability to establish a foreign distribution network for Lintronics' product   
line, Lintronics discontinued its operations effective December 31, 1994.  The  
operations of Imaging and EVRO Trading, which were also member companies of     
EVRO's health related business segment, were also terminated effective December 
31, 1994.  The results of operation of the discontinued companies has been      
reported as such in the Consolidated Statement of Operations.                   

        On February 22, 1994, EVRO purchased 60% of the issued and outstanding
shares of common stock of Good Health for $1,600,000, of which $1,561,602 was   
paid in cash during 1994.  Good Health specialized in providing health          
information programming designed for physician waiting rooms, and also provided 
an out-of-home advertising medium for consumer and pharmaceutical companies.    
During 1994, Good Health's efforts to obtain funding for equipment leasing,     
sign up advertisers to underwrite its programming, and  subscribe a sufficient  
number of pediatric offices were unsuccessful.  The combination of these three  
shortcomings and the significant losses generated by the operation caused EVRO  
to begin efforts to dispose of Good Health in early 1995. Accordingly, the      
operations of Good Health (a member company of EVRO's health related business   
segment) have been reflected as discontinued operations in the Statement of     
Operations for the year ended December 31, 1994.                                

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

        CONSOLIDATION - The consolidated financial statements include EVRO and
its majority owned subsidiaries.  All significant intercompany transactions and 
balance have been eliminated.                                                   

  FISCAL YEAR - EVRO has elected a fiscal year ending December 31.

  ALLOWANCE FOR DOUBTFUL ACCOUNTS - EVRO provides an allowance for
doubtful accounts when, in the opinion of management, there is an uncertainty   
as to the collectability of an amount receivable.                               

PROPERTY AND EQUIPMENT - Property and equipment is recorded at
acquisition cost.  Depreciation is provided using the straight-line method over 
the estimated useful lives of the assets.  The costs of replacements, renewals, 
and repairs, which neither add materially to the value of the property nor      
appreciably prolong its life, are charged to expense as incurred.               

-31-

10KSB/A
32nd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 32nd

        GOODWILL - Goodwill resulting from acquisitions is stated at cost less
accumulated amortization.  Amortization is calculated using the straight-line   
method over the estimated useful life of goodwill.  Generally, between fifteen  
and forty years has been identified as the estimated useful life of goodwill.   
EVRO has adopted a policy requiring periodic review and evaluation to determine 
whether there has been a permanent impairment in the value of goodwill.  This   
policy includes, but is not limited to, evaluation of factors such as current   
operating results, expected undiscounted cash flows, business trends, and the   
market valuation of the outstanding common shares of EVRO.  The calculation     
methodology provides for the recognition of a permanent impairment of goodwill  
if the market valuation of the outstanding common stock, after deduction for    
the value of all other assets, is less than the goodwill amount, and any        
diminution in the market value has been determined to be of a permanent nature  
and not caused by fluctuation of normal market activity.                        

    INVESTMENT IN PARTNERSHIPS - Investments in partnerships with less
than a 20% ownership interest are generally accounted for using the cost method 
of accounting, except where EVRO has operating control, in which case the       
investment is accounted for under the equity method of accounting.  EVRO has no 
investments in partnerships with greater than a 20% ownership interest.         

       EARNINGS (LOSS) PER SHARE - Earnings (loss) per common share is based
upon the weighted average number of common shares outstanding during the        
period.                                                                         

     INCOME TAXES - The provision (benefit) for income taxes is based on
the pre-tax earnings (loss) reported in the consolidated financial statements,  
adjusted for transactions that may never enter into the computation of income   
taxes payable. A deferred tax liability or asset is recognized for the          
estimated future tax effect attributable to temporary differences in the        
recognition of income and expenses for financial statement and income tax       
purposes.                                                                       

        REVENUE RECOGNITION - Revenues from dues, rentals, and memberships are
recognized during the period of service.                                        

       CASH & CASH EQUIVALENTS - For purposes of the consolidated statements
of cash flows, EVRO considers all highly liquid debt instruments purchased with 
a maturity of three months or less to be cash equivalents.                      

  RECLASSIFICATIONS - Certain amounts for the prior year have been
reclassified to conform to the 1994 presentation.                               

4.       NOTES RECEIVABLE                                                       

   In 1991, Treasure Rockhound sold a parcel of land and received as
partial payment a promissory note of $70,000, having a mortgage on the land as  
collateral.  The note bears interest at nine percent per annum, and is payable  
in seven annual payments of $10,000 plus interest.                              

-32-

10KSB/A
33rd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 33rd

As of December 31, 1994 the outstanding balance is $40,000, of which $10,000 is 
classified as a current asset.                                                  

5.       NOTES PAYABLE AND LONG TERM DEBT                                       

                                                        [Enlarge/Download Table]
                                                                                           
Short term notes payable consists of the following:                                        
         Note payable to an individual at 15% per annum interest,                          
           due in June 1995.                                                      $200,000 

         Note payable to a related party at 7% per annum interest, due                     
           June 1995, as extended.                                                  30,000 

         Note payable to a bank at 11.5% per annum interest, payable in                    
           monthly installments of $2,200 including interest, due in August 1995.   16,870 

         Note payable to an individual due in May 1995.                             16,667 

         Various notes payable of less than $6,000 each.                            13,341 
                                                                                  -------- 
                                                                                   276,878 
                          Less note payable of discontinued operations.            (16,667)
                                                                                  -------- 

                                                                                  $260,211 
                                                                                  ======== 
Long term debt consists of the following:                                                  
         Note payable to an individual at 10% per annum interest, payable                  
           in monthly installments of $9,900 including interest, with a                    
           balloon payment due in February 1998, having land, 27,500                       
           shares of EVRO's common stock, and all shares of                                
           Treasure Rockhound as collateral.                                      $484,164 

         Note payable to individuals at 8% per annum interest, payable in                  
           monthly installments of $3,375 including interest, due in 2001,                 
           having land, buildings and equipment as collateral.                     455,375 

         Note payable to a partnership at 8% per annum interest, payable in                
           monthly installment of $4,610 including interest, with a balloon                
           payment due in July 1996, having land, buildings and equipment                  
           as collateral.                                                          371,608 

         Contract payable on purchase of mobile home park at 10.4% per                     
           annum interest, payable in monthly installments of $3,500 including             
           interest, having the mobile home park as collateral.                    260,342 

-33-  

10KSB/A
34th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 34th

                                                        [Enlarge/Download Table]
                                                                                     
Note payable to individuals at 10% per annum interest, payable in                    
  monthly installments of $2,901 including interest, due in 2001,                    
  having land, buildings and equipment as collateral.                        259,351 

Note payable to a bank at 10.45% per annum interest, payable in                      
  monthly installments of $1,504 including interest, due in 1998, having             
  land as collateral.                                                         54,778 
                                                                          ---------- 
                                                                           1,885,618 
                                             Less current portion.          (144,513)
                                                                          ---------- 
                                                                          $1,741,105 
                                                                          ========== 

Maturities of the long term debt over the next five years are as follows:       

                                                                [Download Table]

Year ended December 31                                   
----------------------                                   
                                                         
         1995                                  $  144,513
         1996                                     470,560
         1997                                     141,275
         1998                                     289,031
         1999                                      42,973
      Thereafter                                  797,266
                                               ----------
                                               $1,885,618
                                               ==========

6.       MATERIAL TRANSACTIONS WITH RELATED PARTIES                             

     During 1993, ACL was EVRO's majority shareholder, owning 56% of the
issued and outstanding common stock of EVRO.  Mr. James L. Kennedy and Mr.      
David B. Howe were ACL's principal officers.  ACL made periodic advances of     
funds to Lintronics for working capital purposes.  During the first quarter of  
1993, ACL advanced approximately $229,000 to Lintronics, and subsequently       
converted such debt to Series "B" 8% Convertible Preferred Stock of Lintronics, 
bringing such ownership to 52,920 shares.  On March 30, 1993, EVRO's Board of   
Directors approved the conversion of these Lintronics preferred shares to a     
like number of preferred shares of EVRO.  On September 20, 1993, EVRO's Board   
of Directors approved the redemption of 5,750 preferred shares of EVRO in       
exchange for EVRO's assumptions of certain debts $(80,000) of ACL which had     
been incurred for the benefit of Lintronics.  Between April 1 and December 31,  
1993, the assumed debts were paid, and EVRO advanced ACL approximately $214,000 
to be used for working capital.                                                 

     In May 1994, EVRO was billed approximately $77,000 by ACL for legal
and consulting services incurred by ACL on behalf of EVRO.  During May 1994,    
EVRO issued 33,328 shares of the common stock of EVRO in exchange of preferred  
stock and/or for services rendered.                                             

-34-

10KSB/A
35th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 35th

       In June 1994, EVRO converted ACL's 48,920 preferred shares of EVRO to
common stock of EVRO on a one for one basis.  Also in June 1994, EVRO           
repurchased two Lintronics dealerships from ACL in exchange for 5,500 shares of 
EVRO's common stock.                                                            

   At December 31, 1994, ACL owned 34% of the issued and outstanding
common capital  stock of EVRO.  In January and February 1994 ACL repaid EVRO    
$214,000 for amounts due EVRO at December 31, 1993.  In three separate          
transactions during 1994, ACL sold a total of 205,676 shares of its EVRO common 
stock, and loaned the proceeds totaling approximately $1,821,000 to EVRO.  In   
May, June and December 1994, EVRO repaid ACL with the issuance of 92,438,       
11,851 and 101,386 shares of EVRO's common stock, respectively.  During the     
fourth quarter of 1994, ACL loaned EVRO approximately $192,000 for working      
capital purposes, of which $50,000 was repaid.  At December 31, 1994, EVRO owed 
ACL approximately $142,000.  During the first quarter of 1995, ACL advanced an  
additional approximate $110,000.                                                

      On October 19, 1992, EVRO agreed that Treasure Rockhound would enter
into an employment agreement with Dale A. Fullerton, former Chairman of the     
Board, President and largest shareholder of EVRO.  The terms of the employment  
agreement included that, Mr. Fullerton would be employed for two years          
beginning October 15, 1992 at a monthly salary of $4,000.  In addition, Mr.     
Fullerton was granted an option to acquire 5,000 shares of the common stock of  
EVRO for the sum of $10,000.                                                    

       In August 1993, EVRO terminated Mr. Fullerton for violating the terms
of his employment agreement.  Subsequent to the termination, Mr. Fullerton and  
EVRO filed legal actions against each other as a result of the termination.  In 
June 1994, Mr. Fullerton, TRRI and EVRO entered into a Settlement Agreement     
("Agreement").  It was determined by the Board of Directors of EVRO that the    
Agreement was not an admission of any wrongdoing or liability on the part of    
EVRO, but a prudent decision based upon the substantial legal fees which would  
be incurred and the significant amount of time which would be spent by EVRO's   
management in preparing legal defenses.  Under the agreement, EVRO paid Mr.     
Fullerton the amount of principal and interest allegedly owed to him under a    
promissory note, and amounts allegedly owed as severance pay totaling $160,000, 
permitted Mr. Fullerton to exercise his stock option which allowed him to       
acquire 100,000 shares of EVRO's common stock for $10,000, and agreed to        
purchase such shares from Mr. Fullerton at his election; but, not more than 833 
shares per month.  In addition, Mr. Fullerton agreed to the cancellation of his 
option to purchase all of the shares of Treasure Rockhound for $900,000, and    
EVRO agreed to use its best efforts to have Mr. Fullerton removed as a          
guarantor of a note payable with a balance of $484,164 at December 31, 1994     
(see Notes 5 and 7).  During 1994, EVRO received $10,000 as Mr. Fullerton       
exercised his stock option, and paid Mr. Fullerton $19,000 for 4,165 shares of  
EVRO's common stock repurchases as part of the Agreement.                       

In  June 1992, Lintronics entered into a product distribution 
agreement with Medical Advances, Inc. for exclusive distribution rights for all 
of Lintronics' products in Ohio and Michigan.  Mr. George F. Scantland, III, a  
former director of EVRO, is the President and                                   

-35-

10KSB/A
36th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 36th

majority owner of Medical Advances, Inc.  In March 1994, EVRO repurchased the   
exclusive right from Medical Advance, Inc. in exchange for 8,750 shares of      
EVRO's common stock.                                                            

   In May 1993, ACL borrowed $35,000 from a Director of EVRO for the
benefit of Lintronics and the accompanying promissory note was subsequently     
assigned to EVRO.  Under the terms of the interest bearing promissory note,     
EVRO agreed to pay interest of ten percent per annum and full payment upon      
demand.  At December 31, 1993, the outstanding balance was $29,000.  In         
February 1994, the note was paid in full.                                       

  In October 1993, EVRO borrowed $80,000 from DFP, Inc., a Florida
corporation which is wholly-owned by two directors of EVRO.  Under terms of the 
interest bearing single maturity payment promissory note, EVRO agreed to pay    
interest of seven percent per annum, with the principal due on January 5, 1994, 
which was extended by agreement to July 5, 1995.  At March 31, 1995, the        
principle balance was $35,000.                                                  

        From January through June 1993, Lintronics had a management consulting
agreement with Access Consultants Group, Inc. ("ACG"), which is wholly owned by 
officers and/or directors of EVRO and significant shareholders of ACL.  As of   
December 31, 1993 Lintronics owed ACG $60,000.  During the first quarter of     
1994, the amount due ACG was paid in full.                                      

7.       COMMON AND PREFERRED STOCK                                             

     COMMON STOCK - EVRO has authorized 2,500,000 shares of common stock
without par value.  EVRO declared a 1 for 20 reverse stock split, effective     
January 26, 1995.  All common share amounts mentioned herein have been stated   
after giving effect to this reverse stock split.  As of December 31, 1994,      
EVRO had issued and outstanding 1,543,279 of these shares.                      

      Restricted common shares issued for services rendered were valued by
management for financial statement reporting purposes at the approximate market 
price per share less an appropriate discount.                                   

     EVRO issued 27,500 shares of common stock partly as substitution of
collateral and partly as additional collateral in consideration for             
modification of the terms of a note payable, including the extension thereof.   
For financial statement reporting purposes, no carrying value has been assigned 
to the shares and they have been excluded from the computation of the weighted  
average of shares outstanding.                                                  

   In December 1994, EVRO adopted a non-qualified 50,000 share stock
option plan for directors and employees.  The stock option plan provides for    
the granting of shares at market value and payment to be in cash or note        
payable in two years with interest to accrue at an annual rate equal to that    
rate of interest from time to time announced by Internal Revenue Service as its 
minimum stated interest rate (determined as of the date of the note and         
thereafter annually                                                             

-36-

10KSB/A
37th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 37th

on the first business day of each succeeding year).  The note is collateralized 
by the stock exercised under the option.                                        

        PREFERRED STOCK -  EVRO has authorized 1,250,000 shares, no par value,
of preferred stock, after giving effect to the 1:20 reverse stock split         
declared by EVRO in January 1995.  As of December 31, 1994, EVRO had no shares  
of preferred stock issued or outstanding.                                       

      Lintronics, at the time that it was acquired by EVRO, had issued and
outstanding 2,000,000 shares of its Series A 10% Convertible Preferred Stock    
("Lintronics' Series A Preferred Stock").  The certificate of designation for   
the Series A Preferred Stock provides that: [A] each share of Lintronics'       
Series A Preferred Stock has one vote; and [B] in the event of any liquidation, 
dissolution or winding up of the affairs of Lintronics, each holder of          
Lintronics' Series A Preferred Stock is entitled to receive, out of the net     
assets of Lintronics, the sum of $1.00 in cash for each share held.             

   The Lintronics' Series A Preferred Stock is convertible into cash
and/or common stock of Lintronics.  More specifically, at any time after July   
1, 1992, up to 71,248 shares of the Lintronics Series A Preferred Stock could   
be converted, on a quarterly basis, into shares of the common stock of          
Lintronics having a value equal to the lesser of: $71,428; or the difference    
between 85% of the net after tax profits of Lintronics during the quarter the   
shares are being converted and the Lintronics quarterly debt service during that
quarter.  The holder of the Series A Preferred Stock could, in lieu of receiving
all common stock upon conversion, elect to receive up to one-half of the value  
of the common stock in cash.  Due to Lintronics' lack of net after tax income,  
the above formula precluded the holders of the Series A Preferred Stock from    
being able to exercise their conversion rights.                                 

    Notwithstanding the fact that the holder os the Series A Preferred
Stock could not require conversion of the Series A Preferred Stock, during      
1993, EVRO exchanged 30,500 shares of its common stock (after giving effect to  
the January 1995 1:20 reverse stock split) for 1,225,000 shares of Lintronics'  
Series A Preferred Stock.  Also during 1993, the Board of Directors of EVRO     
agreed to issue shares of EVRO's preferred stock, having identical preferences, 
rights and limitations as the Lintronics' Series A Preferred Stock, to the      
holders of Lintronics' Series A Preferred Stock.  EVRO was advised by counsel   
that it had a reasonable basis for rescinding the action and declining to issue 
shares of its preferred stock.                                                  

Due to the fact that EVRO has discontinued the operations of  
Lintronics and Lintronics had negative net worth at December 31, 1994 and 1993, 
the balance sheets for EVRO as of such dates do not reflect a "minority         
interest".                                                                      

-37-

10KSB/A
38th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 38th

8.       INCOME TAXES                                                           

     The provision (benefit) for income Taxes differs from the amount of
income tax determined by applying the applicable U.S. statutory federal income  
tax rate to pre-tax income as a result of the following differences at December 
31:                                                                             

                                                                [Download Table]

                                                  1994         1993   
                                              ------------  ----------
                                                                      
Income tax provision (benefit)-34%            $(1,770,633)  $(804,504)
Increase (decrease) in rates resulting from:                          
    Non-deductible items                            4,269       9,085 
    State and local taxes, net                   (187,026)    (84,221)
Valuation allowance for recognized                                    
    deferred tax assets                         1,953,390     879,640 
                                              -----------   --------- 
Effective tax rates                           $         0   $       0 
                                              ===========   ========= 

EVRO had deferred tax assets of $3,774,000 and $1,820,000 as of December 31,    
1994 and 1993, respectively, which resulted from operating loss carry forwards. 
A valuation allowance was established in the same amount as the deferred tax    
assets because the benefit is more likely than not to be lost.  Certain of the  
net operating losses aggregating approximately $2,500,000 are subject to        
limitations pursuant to provisions of the Internal Revenue Code relating to     
changes in control.  These provisions can significantly limit the amount of net 
operating losses of EVRO and certain of its subsidiaries in a particular year   
to the extent of the fair market value of EVRO and its subsidiaries on the      
dates of the respective company's change of control multiplied by the statutory 
tax-exempt interest rate, which is approximately 7 percent.                     

      Accumulated net operating losses total approximately $10,036,000 and
expire as follows:                                                              

                                                                [Download Table]
                                                                        
1996      $359,000                                2003        $   23,000

1997      $ 93,000                                2006        $   18,000

1999      $259,000                                2007        $  906,000

2000      $413,000                                2008        $2,339,000

2001      $311,000                                2009        $5,195,000

       Discontinued operations accounted for approximately $6,309,000 of the
accumulated net operating losses, and $2,374,000 and $1,075,000 for 1994 and    
1993, respectively, of the aforementioned deferred tax assets.  The valuation   
allowance of $1,953,390 and $879,640 for recognized deferred tax assets         
reported above includes $1,299,000 and $704,000, approximately, which is        
attributable to discontinued operations.                                        

-38-

10KSB/A
39th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 39th

9.       COMMITMENTS AND CONTINGENCIES                                          

      EVRO and its subsidiaries have entered into certain lease agreements
primarily for equipment and office space.  Such agreements require annual rent  
payments as shown below.                                                        

                                                                [Download Table]

                                               Annual
Year ended September 30                        Amount
-----------------------                        ------
                                                     
         1995                                $105,631
         1996                                  92,978
         1997                                  71,672
         1998                                   2,627
         1999                                   1,167
                                             --------
                                             $274,075
                                             ========

    EVRO, through its subsidiary, Treasure Rockhound, operates several
travel camper grounds.  Prior to 1990, the camper grounds sold memberships with 
a refund provision.  EVRO estimates that only a small percentage of the members 
will request refunds. At December 31, 1994 total remaining memberships sold     
with a refund provision are approximately $300,000.  EVRO has recorded a        
liability for potential refunds of $32,485 as of December 31, 1994.             

  Rental expense for the year ended December 31, 1994 and 1993 was
$140,000 and $110,000, respectively,                                            

10.      DISCONTINUED OPERATIONS AND OTHER ADJUSTMENTS                          

a.  Discontinued Operations                                   

        EVRO previously reported two business segments, one of which pertained
to the health related industry.  Effective as of December 31, 1994, the         
management of EVRO decided to terminate and abandon all operations of the       
health related business segment, which included the direct and indirect         
subsidiary companies of Lintronics, Good Health, Imaging and EVRO Trading.      

    At December 31, 1994, assets of the discontinued operation totaled
$85,170.  Included in the $85,170 of assets was a capitalized lease amount of   
$28,096 for certain telephone equipment, and $24,730 of office equipment and    
furniture used in part by the parent company.  Accordingly, the net dispensable 
assets of the discontinued operations total $32,344 ($85,170-$28,096-$24,730),  
which amount is considered to be immaterial.  Liabilities of the discontinued   
operations totaled $219,361 at December 31, 1994.                               

     Revenues for the discontinued operations were $201,000 for 1993 and
none for 1994.  Costs and expenses of the discontinued operations, including    
certain corporate overhead                                                      

-39-

10KSB/A
40th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 40th

allocations, which management believes are appropriate, aggregated $2,909,391   
for 1994, and $1,447,953.                                                       

b.  Other Adjustments.                                        

      The year end adjustments made in December 1994 are summarized below:

                                                                [Download Table]
                                                     
Discontinuance of Good Health Channel:               
   Write-off of goodwill                   $  802,100
   Write-off of other assets                  251,050
Downward reevaluation of goodwill of EVRO            
   Corporation and other subsidiaries         919,240
Write-down of other assets                    129,885
                                           ----------
   Total year end adjustments              $2,102,275
                                           ==========

       In February 1994, EVRO acquired 60% the Good Health Channel, Inc., an
entity that provided health information by installing a video replay device and 
TV monitor in the waiting rooms of medical facilities throughout the U.S.       
During the last quarter of 1994, EVRO determined that the business of the Good  
Health Channel, Inc. was not feasible due to technical difficulties, and        
Management decided to abandon the business.  As a result, deferred production   
costs and video chips totalling $251,000 and goodwill of $802,100 were          
written-off as of December 31, 1994.  Such amounts are included in the Loss     
from Discontinued Operations together with the losses from companies in the     
health related business segment that were also abandoned as of December 31,     
1994.  In connection with the termination and abandonment of medical segment    
operations, EVRO wrote-off related goodwill in the amount of $19,240.           

        As of December 31, 1992, Lintronics Technologies, Inc., acquired EVRO,
which acquisition was accounted for as a reverse purchase acquisition.  As a    
consequence of the reverse purchasing accounting, $2,409,000 was recorded as    
goodwill, which represented the difference between the then market value of     
$3,620,000 of the publicly traded shares of EVRO and EVRO's net asset value of  
$1,211,000.  However, the significant operating losses incurred by EVRO during  
1993 and 1994, EVRO's withdrawal from the health related business segment, and  
the overall deterioration of EVRO's financial condition indicated that a        
permanent impairment of goodwill had occurred.  In accordance with EVRO's       
policy for the periodic evaluation of goodwill, EVRO determined that a          
permanent impairment of approximately $900,000 had occurred as of December 31,  
1994, and EVRO recorded an adjustment of $900,000 to goodwill to recognize the  
estimated permanent impairment.  At December 31, 1994, the net assets of EVRO   
totaled $3,357,000, before recording the adjustment to goodwill, while the      
adjusted market value of its common shares totaled approximately $2,457,000 for 
a difference of $900,000.  Assets other than goodwill were considered to be     
reasonably stated and, accordingly, EVRO concluded that an adjustment of        
$900,000 to goodwill was appropriate.  The described methodology to determine   
the amount of permanent impairment at December 31, 1994 when EVRO terminated    
and abandoned the health related business segment was the same as that used to  
determine the original amount of goodwill resulting from the reverse purchase   
acquisition                                                                     

-40-

10KSB/A
41st Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 41st

when EVRO entered the health related business segment.  In addition, the same   
methodology was applied at December 31, 1993, and no adjustment was considered  
necessary at that time.                                                         

   During the last quarter of 1994, EVRO completed its evaluation of
certain mineral leases totalling $129,885, and concluded that such leases were  
of little or no value.  The leases represent the remnants of EVRO's past mining 
operations which had not been conducted for several years.  Consequently, EVRO  
decided to write-off the remaining book value of the leases as of December 31,  
1994.                                                                           

11.      ADDITIONAL CASH FLOW STATEMENT INFORMATION                             

 The noncash effect of the acquisition of Tres Rivers in 1994 is
summarized below:                                                               

                                                                [Download Table]
                                                                             
Increase in assets                                                           
  Property and equipment                                           $1,410,805
  Goodwill                                                            200,000
                                                                   ----------
                                                                   $1,610,805
                                                                   ==========
Increase in liabilities                                                      
  Notes payable and current portion                                          
    of long term debt                                              $   38,870
  Other current liabilities                                            12,405
  Long term debt - notes payable                                    1,061,130
                                                                   ----------
                                                                    1,112,405

Issuance of 496,668 shares of                                                
  common stock                                                        350,000

Cash investment                                                       148,400
                                                                   ----------
                                                                   $1,610,805
                                                                   ==========

     Noncash transactions which involve capital stock as opposed to cash
are as follows:                                                                 

                                                                [Download Table]

                                           1994        1993     
                                        ----------  ---------   
                                                                
Common stock issued:                                            
  For services                          $  111,982    $  629,060

  In payment of note payable            $1,133,421    $   35,602

Preferred stock issued in exchange for                          
  outstanding debt                      $  787,000              

-41-  

10KSB/A
42nd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 42nd

12.      SUBSEQUENT EVENT - ACQUISITION OF THE SPORTS & SHOPPING NETWORK, INC.  

       On March 14, 1995, EVRO acquired 98.35% of the issued and outstanding
common shares of The Sports & Shopping Network, Inc., a Florida corporation,    
("TSSN") from The Stellar Companies, Inc., a Florida corporation ("Stellar").   
In connection with the acquisition of the controlling interest in TSSN, EVRO    
agreed to issue 16,759,038 shares of EVRO's common stock, or 77.09% (on a fully 
diluted basis), of EVRO's 21,738,735 shares of common stock which will then be  
issued and outstanding.  EVRO issued Stellar 500,000 shares of common stock at  
the closing and has agreed to issue the remaining shares following completion   
of an increase in EVRO's authorized shares of common stock.  Pursuant to the    
agreement between EVRO and Stellar, EVRO will offer to acquire the remaining    
1.65% of TSSN's issued and outstanding shares of common stock held by its       
minority shareholders in exchange for an aggregate of 281,418 shares of EVRO's  
common stock.                                                                   

     On January 12, 1995, EVRO purchased the option to acquire TSSN from
Boyar Holdings, Inc. ("BHI").  Pursuant to the Assignment of Option Agreement,  
EVRO agreed to issue to BHI 30,000 shares of EVRO's Series E Convertible        
Preferred Stock ("Series E Preferred Stock") which shall be convertible into    
3,000,000 shares of EVRO's restricted common stock following completion of an   
increase in EVRO's authorized shares of common stock.                           

        In conjunction with the TSSN acquisition, American Clinical Labs, Inc.
("ACL") the holder of 587,219 shares of EVRO's common stock, provided to        
Stellar an irrevocable proxy to represent ACL or any assignee thereof at all    
regular and special meetings of shareholders, or in connection with any other   
shareholder action of EVRO, but only in ACL's capacity as the owner of record   
of, and to vote the shares of the common stock of EVRO which were owned by ACL  
as of March 14, 1995 ("the Shares").  This proxy shall be effective from March  
14, 1995 to the date the Shares represent less than five percent (5%) of EVRO's 
issued and outstanding shares of common stock.                                  

      EVRO has formed a wholly-owned subsidiary, Technology Holdings, Inc.
("THI"), which owns all of the assets that were owned by EVRO prior to the TSSN 
acquisition.  Pursuant to such acquisition, the holders of record of EVRO's     
common stock as of March 27, 1995, will be issued a stock dividend consisting   
of EVRO's Series D Convertible Preferred Stock ("Series D Preferred Stock"),    
which will have limited voting rights.  EVRO has the right, but not the         
obligation, to redeem the Series D Preferred Stock in exchange for all of THI's 
issued and outstanding capital stock.  In the event of liquidation or           
dissolution of EVRO, whether voluntary or otherwise, after payment of the debts 
and liabilities of EVRO and before any distribution shall be made to the holder 
of any class of common stock of EVRO, the holders of the Series D Preferred     
Stock shall be entitled to receive all of the THI Common Stock owned by EVRO,   
subject to the first priority of all holders of EVRO's Series A 10% Convertible 
Preferred Stock, Series B 8% Preferred Stock, and Series C Convertible          
Preferred Stock.                                                                

-42-

10KSB/A
43rd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 43rd

        THI is entitled to receive on an annual basis that number of shares of
EVRO's voting common stock ("Special Shares") equal to 20% of the average total 
assets of THI over a twelve month period (March 14 through the following March  
13 each year) divided by Two Dollars $(2.00).  THI's right to receive the       
Special Shares provided is earned ratably over the applicable twelve month      
period.  Such entitlement would cease upon the redemption of the Series D       
Preferred Stock.  Stellar has the right to purchase from THI any Special Shares 
of EVRO's common stock received until June 30, 1997 for an amount equal to the  
greater of Two Dollars $(2.00) per share or 50% of the bid price of EVRO's then 
publicly traded stock as of the end of the month preceding Stellar's exercise   
of its right to purchase.  EVRO is prohibited from pledging, hypothecating or   
otherwise encumbering its shares of THI's capital stock.                        

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

(Remainder of page left blank intentionally.) 

-43-

10KSB/A
44th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 44th

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

 EVRO had no change in or disagreements with its accountants during the last
two fiscal years.                                                               

(Remainder of page left blank intentionally.) 

-44-  

10KSB/A
45th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 45th

PART III  

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

        The following individuals are the Directors and Officers of EVRO.  All
Directors are elected annually by the shareholders to serve until the next      
annual meeting of shareholders and until their successors are duly elected and  
qualified.  Officers are elected annually by the Board of Directors to serve at 
the pleasure of the Board.                                                      

                                                                [Download Table]

   NAME                               POSITION                              AGE 
   ----                               --------                              --- 
                                                                                
Thomas L. Jensen              Chairman of the Board and                      60 
                              Director                                          

Daniel M. Boyar               President, Chief Executive                        
                              Officer and Director                           39 

Stephen H. Cohen              Secretary and Director                         49 

D. Jerry Diamond              Director                                       55 

James L. Kennedy              Director                                       52 

Gerald L. Pennington          Director                                       62 

Christopher P. Dona           Vice President                                 43 

O. Don Lauher                 Treasurer and Chief                               
                              Financial  Officer                             52 

Teresa B. Fannin              Assistant Secretary                            38 

    THOMAS L. JENSEN was elected Chairman of the Board and Director of
EVRO on March 14, 1995.  Mr. Jensen is also Chairman of the Board, Chief        
Executive Officer and President of The Stellar Companies, Inc. in which         
capacities he has served since November 1992.  Mr. Jensen is also President of  
Olympus Development Corporation which develops commercial real estate primarily 
in Florida.  In addition, from 1979 until March 1993, he served as vice         
president of Wood Properties, Inc., an affiliate of the Lawler-Wood Group, a    
closely held corporation based in Knoxville, Tennessee.  He is presently a      
general partner of Spacecoast Associates, Ltd., the managing partner of the     
Maingate Joint Venture, a partnership that owns the Radisson Maingate Hotel in  
Orlando, Florida (located directly outside the main entrance to Walt Disney     
World.)                                                                         

-45-

10KSB/A
46th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 46th

Mr. Jensen served in the Tennessee Legislature from 1967 until
associating with the Lawler-Wood Group in 1979.  He was elected Minority Leader 
of the House of Representatives in 1970 and was floor leader for Governor       
Winfield Dunn through multiple terms of office.  As a legislator, Mr. Jensen    
sponsored and passed several landmark bills in Tennessee, including one that    
effected a restructuring of the rules of procedure, the budgeting process and   
several departments of State Government, and another that established a system  
of statewide public kindergartens.  As a legislator, Mr. Jensen also served on  
numerous national committees and boards and in 1975 was elected President of    
the National Conference of State Legislatures.  During his term, the California 
Assembly praised him for "his active role in improving state image at the       
national level and in assisting the California Legislature and other state      
legislatures..."  Mr. Jensen serves as Past Chairman and Member of the Board of 
Metropolitan Knoxville Airport Authority, Chairman of the Board of the Knox     
County Private Industry Council, Board Member of the Knoxville Chamber of       
Commerce, Chairman of the Board of Trustees of the Tennessee Baptist            
Foundation, and on several other business and civic boards and committees.      

    DANIEL M. BOYAR was elected President, Chief Executive Officer and
Director of EVRO on March 14, 1995.  Mr. Boyar, a licensed attorney, is the     
sole owner of Boyar Holdings, Inc., an investment company specializing in       
equity capital private placements, syndications, corporate mergers and          
acquisitions, and growth stocks for public companies.  Mr. Boyar is a sole      
practitioner, who specializes in commercial transactions, and has practiced in  
either Ocala, West Palm Beach or Orlando, Florida from December 1990 to date.   
From November 1993 to May 1994, Mr. Boyar served as the secretary and special   
counsel to Member Service Corp., a corporation whose shares are traded on       
NASDAQ.  From June 1993 to July 1993, Mr. Boyar served as the President, Chief  
Executive Officer and a Director of Aspen Marine Group, Inc., also a            
corporation whose shares are traded on NASDAQ.  From August 1991 to date, Mr.   
Boyar serves as the President, Chief Executive Officer and a Director of        
Sportsworld 2000, Inc., a corporation whose shares are traded in the over-the-  
counter market.  From March 1991 to June 1991, Mr. Boyar served as the          
President, Chief Executive Officer and a Director of Iroquois Brands, Ltd. a    
corporation whose shares were traded on the American Stock Exchange.  From      
January 1991 to April 1991, Mr. Boyar served as the President, Chief Executive  
Officer and a Director of International Standards Group, Inc., a corporation    
whose shares were traded in the over-the-counter market.  Mr. Boyar is a third  
generation real estate developer from southern California, having participated  
in his family's home building public company at the age of 20.  He is a         
graduate of the University of Miami, from which he received a Bachelor of       
Business Administration Degree in Finance, and of Southwestern University       
School of Law, from which he completed the law school curriculum in two years,  
receiving a J.D. degree.  Additionally, Mr. Boyar completed the Masters of Law  
Program in Taxation at Boston University, receiving his L.L.M. degree.          

        STEPHEN H. COHEN was elected Secretary of EVRO on March 14, 1995.  Mr.
Cohen, a licensed attorney, is a founding partner of the Syracuse, New York law 
firm of Scolaro, Shulman, Cohen, Lawler & Burstein, P.C.  Mr. Cohen has been    
with such law firm since its inception in 1979 and is presently a partner with  
the firm.  He is a member of the New York                                       

-46-

10KSB/A
47th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 47th

and Pennsylvania bars, and specializes in the areas of federal income tax,      
employee benefits, estate planning, and health care.  Mr. Cohen received his    
undergraduate degree in Accounting from Syracuse University in 1967 and his     
J.D. from Syracuse University's College of Law in 1970.  He is a frequent       
lecturer on the topics of employee benefits and health care and has been        
designated in the book, "Best Lawyers in America," in the area of employee      
benefits.                                                                       

       D. JERRY DIAMOND was elected as Director of EVRO on October 19, 1992.
He served as Chairman of the Board, President and Chief Executive Officer of    
EVRO from October 19, 1992 until his resignation on March 14, 1995.  Since      
October, 1994, Mr. Diamond has served as Chairman, President and Chief          
Executive Officer of American Clinical Labs, Inc.  From February 1992 through   
October 1992, Mr. Diamond was Senior Vice President and Chief Operating Officer 
of Veridien Corporation, a publicly traded healthcare company headquartered in  
St. Petersburg, Florida, which specializes in infection control.  From May 1988 
through February 1992, Mr. Diamond was Chairman, President and Chief Executive  
Officer of Coastland Corporation of Florida, a Tampa, Florida based company     
specializing in the development of businesses in the hazardous and nonhazardous 
waste recycling industry. For the past 17 years, Mr. Diamond has had an         
extensive background in managing publicly traded companies.                     

   JAMES L. KENNEDY was elected as Treasurer and Director of EVRO on
October 19, 1992, and elected Executive Vice President on February 25, 1994.    
He resigned as Treasurer and Executive Vice President on September 30, 1994 but 
has continuously served as a Director of EVRO.  Mr. Kennedy currently serves as 
Director of American Clinical Labs, Inc. where he has been involved since       
April, 1990 and formerly served as Chairman of the Board, Chief Executive       
Officer and Treasurer.  From September 1986 through February 1990, he was the   
sole owner and principal manager of Kennedy Financial Corp., a federally        
licensed, Orlando-based commodities broker engaged in the purchase and sale of  
commodities and futures contracts.  Mr. Kennedy's prior activities include      
ownership and management of the central Florida Robinson helicopter dealership, 
a full service hotel, and a construction corporation engaged in substantial     
commercial and industrial development.                                          

        GERALD L. PENNINGTON was elected as Director on October 19, 1992.  Mr.
Pennington has served as Vice President since 1954 of Ashland Lumber Company, a 
family owned lumber business founded by his father. He founded and served as    
Director of United Window Company of Columbus, Ohio from 1970 to 1992.  From    
1958 to 1979, he served as Executive Vice President of Pennco, Inc.  After his  
retirement from Pennco in 1979, Mr. Pennington moved to Nokomis, Florida where  
he has been involved in commercial land development and construction.  He       
currently serves as a Director of the Presidential Bank in Sarasota, Florida,   
and of Personal Health Technologies, Inc. of Boston, Massachusetts.  Mr.        
Pennington has served on various boards of marketing and management companies.  

        CHRISTOPHER P. DONA was elected as Vice President of EVRO on March 14,
1995.  Mr. Dona is also Executive Vice President, Chief Operating Officer and   
Director of The Stellar Companies, Inc. in which capacities he has served since 
January 1993.  Prior to joining Stellar                                         

-47-

10KSB/A
48th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 48th

Mr. Dona was with Hasbro, Inc., where he served as a corporate officer and      
Senior Vice President.  Hasbro, Inc. is the world's leading manufacturer of     
toys and games, with operations in over 18 countries.  Mr. Dona held his        
position for eight years.  Prior thereto, Mr. Dona was Vice President in the    
Consumer Products Group of Bausch and Lomb, Inc., one of the world's leading    
manufacturer of vision care products such as soft contact lenses, Ray-Ban       
sunglasses and Bushnell riflescopes, along with a diverse offering of           
healthcare consumer products.  A multinational company, its operations are      
located in over 25 countries.  Mr. Dona began his career in 1974 with Albany    
International Corporation, a manufacturer of paper machine clothing in which he 
held various managerial positions.                                              

     Mr. Dona received a B.A. degree from Siena College and an M.S. from
Clarkson College of Technology.  He has been active in many community           
organizations and served on various boards of directors such as Northern Rhode  
Island Chamber of Commerce, Pawtucket YMCA, Pawtucket Community Counseling      
Center, Greater Providence Chamber of Commerce and Better Homes of Springfield. 

    O. DON LAUHER was elected Treasurer and Chief Financial Officer of
EVRO on March 14, 1995.  Mr. Lauher is also Chief Financial Officer and         
Treasurer of The Stellar Companies, Inc. in which capacities he has served      
since January 1993. Prior to joining Stellar, Mr. Lauher served as Vice         
President/Chief Accounting Officer of The Major Group, Inc. (f/k/a the Radice   
Corporation), a NYSE listed company from 1982 through 1992, principally engaged 
in providing real estate management and advisory services.  Prior to 1989,      
Major was a diversified real estate merchant builder involved in the            
development of commercial office parks; residential, single-family and          
condominium communities; rental apartment projects; and adult congregate living 
facilities with total assets approximating $400 million.  Mr. Lauher directed   
and monitored the overall accounting and financial activities, including cash   
management, accounting, tax, SEC, MIS, construction financing, insurance and    
administrative functions, prepared short and long-range financial models for    
all phases of the company's operations, and its annual business plan.  He       
coordinated the use of the company's consultants for accounting, financial and  
tax matters.  In addition, he also served as corporate secretary from 1990      
through 1992.                                                                   

     Prior to his tenure with Major, Mr. Lauher was the Chicago Regional
Controller for Levitt Homes, Inc., for five years.  The annual sales for the    
Chicago region were in excess of $60 million.  Prior to his service with        
Levitt, Mr. Lauher served as Audit Manager, Senior and Junior Accountant with   
Price Waterhouse & Company for 11 years.  Mr. Lauher is a member of the         
American Institute of Certified Public Accountants and graduated from Southern  
Illinois University with a B.S. in Accounting.                                  

    TERESA B. FANNIN served as Secretary of EVRO from October 19, 1992
until her resignation on March 14, 1995. On March 14, 1995, she was elected as  
Assistant Secretary of EVRO.  Since October 1994, Ms. Fannin has also served as 
Secretary of American Clinical Labs, Inc.  From March, 1992 to October, 1992,   
Ms. Fannin served as the Executive Assistant to the Senior Vice President and   
Chief Operating Officer of Veridien Corporation, a healthcare                   

-48-

10KSB/A
49th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 49th

company located in St. Petersburg, Florida specializing in infection control.   
From March 1989 to March 1992, Ms. Fannin served as Corporate Secretary and     
Executive Assistant to the Chairman and Chief Executive Officer of Coastland    
Corporation of Florida, a company specializing in the development of businesses 
in the hazardous and nonhazardous waste recycling industry headquartered in     
Tampa, Florida.  From 1987 to 1989, Ms. Fannin worked as a consultant to        
publicly and privately owned companies, assisting them with organizational      
structure, corporate filings, staffing and policy/procedures implementation.    

SECTION 16 REPORTS                                                              

      The requirements imposed by Section 16(a) of the Securities Exchange
Act of 1934, as amended, provide that EVRO's Officers and Directors, and        
persons who own more than ten percent of EVRO's Common Stock, file initial      
statements of beneficial ownership (Form 3), and statements of changes in       
beneficial ownership (Forms 4 or 5) with the Securities and Exchange Commission 
("SEC").  Officers, directors and greater than ten percent shareholders are     
required by SEC regulations to furnish EVRO with copies of all such forms they  
file.  Based solely on its review of the copies of such forms received, EVRO    
believes that during its fiscal year ended December 31, 1994, ACL which had two 
late filings regarding three transactions, was the only officer, director or    
greater than ten percent beneficial owner that did not file all of the above    
referenced forms on a timely basis.                                             

ITEM 10.         EXECUTIVE COMPENSATION                                         

CASH COMPENSATION                                             

SUMMARY COMPENSATION TABLE                                            

                                                        [Enlarge/Download Table]

                                                       Long Term Compensation                                   
                                                       -------------------------------------------              
                           Annual Compensation                    Awards                   Payouts              
                  -----------------------------------  --------------------------          -------              
                                                       Restricted                                               
 Name and                                Other Annual    Stock                              LTIP      All Other 
 Principal        Salary(1)     Bonus    Compensation   Award(s)         Options/          Payouts  Compensation
 Position   Year     $            $           $            $            SAR's (#)             $           $     
----------  ----  ---------     -----    ------------  ----------       ---------          -------  ------------
                                                                                                                

 D. Jerry                                       0                                                               
 Diamond,   1994  135,000                   5,638                                                               
 Chief      1993  180,000(2)                    0                                                               
 Executive  1992   13,848                                                                                       
 Officer                                                                                                        

-49-

10KSB/A
50th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 50th

                                                                [Download Table]
                                                     
 David B.                                            
 Howe,                                               
 Exec.        1993    104,000(3)                4,298
 Vice                                                
 President                                           
---------------                                      

       (1) All compensation paid to EVRO's current officers has been paid by
     Lintronics, not EVRO.  The amount reflects compensation paid and/or
accrued by Lintronics.                                        

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

         (3) Included in this amount earned in 1993 is $20,000 for which payment
was deferred to 1994.                                         

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

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL                       
OWNERS AND MANAGEMENT                         

 The following table enumerates, as of March 31, 1995, the name,
address and ownership, both by numerical holding and percentage interest, of    
EVRO's Common and Preferred Stock by (1) the beneficial owners of more than     
five percent of EVRO's outstanding Common Stock; (2) the Directors and          
Executive Officers of EVRO, individually; and (3) the Directors and Executive   
Officers as a group.  There are no shares which each of the following could     
purchase under outstanding stock options, warrants, conversion privileges or    
other rights which were exercisable as of March 31, 1995 or exercisable on or   
before 60 days from such date other than Daniel Boyar in that he is entitled to 
convert 30,000 shares of Series E Convertible Preferred Stock into 3,000,000    
shares of restricted common stock of EVRO at any time after EVRO's authorized   
but unissued shares have been increased to 75,000,000 subject to the filing of  
an information or proxy statement with the Commission.                          

    In preparing the following tables, EVRO has relied upon statements
filed with the Securities and Exchange Commission by beneficial owners of more  
than 5 percent of EVRO's outstanding Common Stock pursuant to Section 13(d) or  
13(g) of the Securities Act of 1934, unless EVRO knew or had reason to believe  
that the information contained in such statements was not complete or accurate, 
in which case EVRO relied upon information which it considered to be accurate   
and complete.                                                                   

(Remainder of page left blank intentionally.) 

-50-

10KSB/A
51st Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 51st

                                                        [Enlarge/Download Table]

                                                                             After Increase in Authorized 
                                                      Present Holdings          Shares of Common Stock    
                                                      ----------------          ----------------------    
Title                                                             Percent                       Percent   
Class      Name and Address                          Amount      of Class(1)     Amount        of Class(2)
-----      ----------------                          ------      -----------     ------        -----------
                                                                                                          
Common     Thomas L. Jensen (Chairman of           1,087,219      49.46%          16,759,038     77.09%   
           the Board and Director)                                                                        
           1601 Riverview Tower                                                                           
           Knoxville, TN 37902                                                                            

Common     Daniel L. Boyar (President,                  0           .00%           3,000,000     13.80%   
           Chief Executive Officer and Director)                                                          
           10002 Princess Palm Ave., Suite 304                                                            
           Tampa, FL 33619                                                                                

Preferred  Daniel L. Boyar (President,                30,000     100.00%                0          .00%   
           Chief Executive Officer and Director)                                                          
           10002 Princess Palm Ave., Suite 304                                                            
           Tampa, FL 33619                                                                                

Common     Stephen H. Cohen (Secretary and         1,087,219      49.46%          16,794,697     77.25%   
           Director)(3)                                                                                   
           90 Presidential Plaza                                                                          
           New York, NY 13202                                                                             

Common     D. Jerry Diamond (Director)               608,957      27.70%             608,957      2.80%   
           10002 Princess Palm Ave., Suite 304                                                            
           Tampa, FL 33619                                                                                

Common     James L. Kennedy (Director)               599,934      27.29%             599,934      2.76%   
           10002 Princess Palm Ave., Suite 304                                                            
           Tampa, FL 33619                                                                                

Common     Gerald L. Pennington (Director)             6,000       0.27%               6,000       .03%   
           10002 Princess Palm Ave., Suite 304                                                            
           Tampa, FL 33619                                                                                

Common     Christopher P. Dona (Vice President)    1,087,219      49.46%          16,759,038     77.09%   
           7501 W. Irlo Bronson Memorial Hwy.                                                             
           Suite 103                                                                                      
           Kissimmee, FL 34747                                                                            

Common     O. Don Lauher (Treasurer and Chief      1,087,219      49.46%          16,759,038     77.09%   
           Financial Officer)                                                                             
           7501 W. Irlo Bronson Memorial Hwy.                                                             
           Suite 103                                                                                      
           Kissimmee, FL 34747                                                                            

Common     Teresa B. Fannin (Assistant Secretary)      3,250       0.15%               3,250       .01%   
           10002 Princess Palm Ave., Suite 304                                                            
           Tampa, FL 33619                                                                                

-51-  

10KSB/A
52nd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 52nd

                                                        [Enlarge/Download Table]

                                                                               After Increase in Authorized
                                                 Present Holdings                Shares of Common Stock    
                                                 ----------------                ----------------------    
Title       Percent                                                Percent                                 
Class       Name and Address                          Amount      of Class(1)       Amount     of Class(2) 
-----       ----------------                          -------     -----------       ------     ----------- 
                                                                                                           
Common      American Clinical Labs, Inc(4)            587,219       26.71%           587,219      2.70%    
            10002 Princess Palm Ave., Suite 304                                                            
            Tampa, FL 33619                                                                                

Common      The Stellar Companies, Inc.(5),(6)      1,087,219       49.46%        16,759,038     77.09%    
            1601 Riverview Tower                                                                           
            Knoxville, TN 37902                                                                            

Common      Management as a Group (9 Persons)       1,130,922       51.45%        20,425,619     93.96%    

Preferred                                              30,000      100.00%              0          .00%    
-------------------                                                                                        

(1) Based on 2,198,279 shares outstanding.    

               (2) Based on 21,738,735 shares outstanding upon completion of
        an increase in EVRO's authorized shares of common stock and thereafter
       the issuance of the additional shares of common stock to Stellar, the
     conversion of preferred stock held by Mr. Boyar to common stock and
the acquisition of the remaining 1.65% of TSSN's issued and   
outstanding common stock held by its minority shareholders.   

                (3) Mr. Cohen holds sole investment power on 125,000 shares of
  TSSN currently held by the SSCL&B Employees Deferred Savings and
   Profit Sharing Plan and Trust, FBO Stephen H. Cohen.  Upon EVRO's
       offer to acquire the remaining 1.65% of TSSN's issued and outstanding
       common stock, the 125,000 shares of TSSN will be exchanged for 35,659
shares of EVRO common stock.                                  

              (4) Includes 587,219 shares owned by American Clinical Labs,
       Inc. because of Mr. Kennedy's and Mr. Diamond's position on its Board
    of Directors which exercises voting control thereover on behalf of
American Clinical Labs, Inc.'s shareholders.                  

             (5) Includes 500,000 shares owned by Stellar because of Mr.
   Jensen's and Mr. Cohen's position on its Board of Directors which
exercises voting control thereover on behalf of Stellar's     
shareholders.                                                 

         (6) American Clinical Labs, Inc. provided to Stellar an
        irrevocable proxy with full power of substitution, to represent ACL or
any assignee thereof at all regular and special meetings of   
      shareholders, or in connection with any other shareholder action, of
        EVRO, but only in ACL's capacity as the owner of record of and to vote
      the shares of ACL as of March 14, 1995.  The irrevocable proxy shall
        be effective from March 14, 1995 to the date the Shares represent less
  than 5% of EVRO's issued and outstanding shares of common stock.

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS WITH MANAGEMENT 
AND OTHERS                                    

     During 1993, ACL was EVRO's majority shareholder, owning 56% of the
issued and outstanding common stock of EVRO.  Mr. James L. Kennedy and Mr.      
David B. Howe were ACL's principal officers.  ACL made periodic advances of     
funds to Lintronics for working capital purposes.  During the first quarter of  
1993, ACL advanced approximately $229,000 to Lintronics, and subsequently       
converted such debt to Series "B" 8% Convertible Preferred Stock                

-52-

10KSB/A
53rd Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 53rd

of Lintronics, bringing such ownership to 1,058,400 shares.  On March 30, 1993, 
EVRO's Board of Directors approved the conversion of these Lintronics preferred 
shares to 52,920 preferred shares of EVRO.  On September 20, 1993, EVRO's Board 
of Directors approved the redemption of 5,750 shares of EVRO's Series B         
Preferred Stock in exchange for EVRO's assumption of debts of ACL totaling      
$80,000 which had been incurred for the benefit of Lintronics.  Between April 1 
and December 31, 1993, the assumed debts were paid, and EVRO advanced ACL       
approximately $214,000 to be used for working capital.                          

     In May 1994, EVRO was billed approximately $77,000 by ACL for legal
and consulting services incurred by ACL on behalf of EVRO.  During 1994, EVRO   
issued a total of 33,328 shares of EVRO's common stock to ACL: 13,278 shares of 
which were issued to ACL in exchange for shares of EVRO's preferred stock       
redeemed from ACL; and 20,050 shares of which were issued to ACL as             
consideration for ACL paying vendors who provided services for the benefit of   
EVRO.                                                                           

       In June 1994, EVRO converted ACL's 48,920 preferred shares of EVRO to
common stock of EVRO on a one for one basis.  Also in June 1994, EVRO's Board   
of Directors determined and approved the purchase of two Lintronics'            
dealerships from ACL in exchange for 5,500 shares of EVRO's common stock.  The  
purchase price was determined based on the historic purchase prices of          
dealerships, the most recent of which occurred in June 1994.                    

   At December 31, 1994, ACL owned 34% of the issued and outstanding
common capital stock of EVRO.  In January and February 1994, ACL repaid EVRO    
$214,000 for amounts due EVRO at December 31, 1993.  In three separate          
transactions during 1994, ACL sold a total of 205,676 shares of its EVRO common 
stock, and loaned the proceeds totaling approximately $1,821,000 to EVRO.  In   
May, June and December 1994, EVRO repaid ACL with the issuance of 92,438,       
11,851 and 101,386 shares of EVRO's common stock, respectively.  During the     
fourth quarter of 1994, ACL loaned EVRO approximately $192,000 for working      
capital purposes, of which $50,000 was repaid.  At December 31, 1994, EVRO owed 
ACL approximately $142,000.  During the first quarter of 1995, ACL advanced an  
additional approximate $110,000.                                                

      On October 19, 1992, EVRO agreed that Treasure Rockhound would enter
into an employment agreement with Dale A. Fullerton, former Chairman of the     
Board, President and largest shareholder of EVRO.  The terms of the employment  
agreement included that, Mr. Fullerton would be employed for two years          
beginning October 15, 1992 at a monthly salary of $4,000.  In addition, Mr.     
Fullerton was granted an option to acquire 5,000 shares of the common stock of  
EVRO for the sum of $10,000.                                                    

       In August 1993, EVRO terminated Mr. Fullerton for violating the terms
of his employment agreement.  Subsequent to the termination, Mr. Fullerton and  
EVRO filed legal actions against each other as a result of the termination.  In 
June 1994, the Mr. Fullerton, TRRI and EVRO entered into a Settlement Agreement 
("Agreement").  It was determined by the Board of Directors of EVRO that the    
Agreement was not an admission of any wrongdoing or liability                   

-53-

10KSB/A
54th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 54th

on the part of EVRO, but a prudent decision based upon the substantial legal    
fees which would be incurred and the significant amount of time which would be  
spent by EVRO's management in preparing legal defenses.  Under the agreement,   
Mr. Fullerton was paid the amount of principal and interest allegedly owed to   
him under a promissory note, and amounts allegedly owed as severance pay        
totaling $160,000, and permitted Mr. Fullerton to exercise his stock option     
which allowed him to acquire 5,000 shares of EVRO's common stock for $10,000    
provided that Mr. Fullerton agreed to sell the shares back to EVRO and further  
agreed to the cancellation of Mr. Fullerton's option to buy all the shares of   
Treasure Rockhound for $900,000, and EVRO agreed to use its best efforts to     
have Mr. Fullerton removed as a guarantor of a note payable with a balance of   
$484,164 at December 31, 1994 (see Notes 5 and 7).  During 1994, EVRO received  
$10,000 as Mr. Fullerton exercised his stock option, and paid Mr. Fullerton     
$19,000 for 208 shares of EVRO's common stock repurchases as part of the        
Agreement.  During 1995, EVRO has paid Mr. Fullerton approximately $11,000 in   
exchange for approximately 125 shares of EVRO's common stock.                   

        In June 1992, Lintronics entered into a product distribution agreement
with Medical Advances, Inc. for exclusive distribution rights for all of        
Lintronics' products in Ohio and Michigan.  Mr. George F. Scantland, III, a     
former director of EVRO, is the President and majority owner of Medical         
Advances, Inc.  In March 1994, EVRO repurchased the exclusive right from        
Medical Advance, Inc. in exchange for 8,750 shares of EVRO's common stock.      

        In May 1993, ACL borrowed $35,000 from Gerald L. Pennington, a current
director of EVRO for the benefit of Lintronics and the accompanying promissory  
note was subsequently assigned to EVRO.  Under the terms of the interest        
bearing promissory note, EVRO agreed to pay interest of ten percent per annum   
and full payment upon demand.  At December 31, 1993, the outstanding balance    
was $29,000.  In February 1994, the note was paid in full.                      

  In October 1993, EVRO borrowed $80,000 from DFP, Inc., a Florida
corporation which is wholly-owned by D. Jerry Diamond and James L. Kennedy,     
former officers and current directors of EVRO.  Under terms of the interest     
bearing single maturity payment promissory note, EVRO agreed to pay interest of 
seven percent per annum, with the principal due on January 5, 1994, which was   
extended by agreement to July 5, 1995.  At March 31, 1995, the principle        
balance was $35,000.                                                            

From January through June 1993, Lintronics had an management  
consulting agreement with Access Consultants Group, Inc. ("ACG"), which is      
wholly owned by James L. Kennedy, a director and former officer, and David B.   
Howe, a former officer and former director and significant shareholders of ACL. 
As of December 31, 1993 Lintronics owed ACG $60,000.  During the first quarter  
of 1994, the amount due ACG was paid in full.                                   

       In October 1993, Lintronics entered into an Employment Agreement with
Mr. Michael B. Hickland as Executive Vice President, Director of Sales and      
Marketing for a two-year period beginning November 1, 1993.  The terms of the   
agreement include a base salary of $89,000, a non-qualified, five year stock    
option of 5,000 shares of EVRO restricted common stock at                       

-54-

10KSB/A
55th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 55th

$2.75 per share and 12,500 shares at $4.00 per share.  As of the date of this   
filing, Mr. Hickland exercised options on 5,000 shares.  In January 1994, Mr.   
Hickland purchased 2,500 shares of restricted common stock of EVRO for $1.00    
per share through a private placement. On March 1, 1995, it was determined by   
THI and EVRO that further funding of EVRO Trading would be halted as no         
significant products had been sold nor had a distribution network been          
established.  Subsequently, a dispute arose between THI and EVRO and Mr.        
Hickland, the President of EVRO Trading in which certain claims were asserted   
by both parties.  As a part of a settlement agreement entered into on March 24, 
1995 with Mr. Hickland, THI transferred ownership of 55% of the common stock    
of EVRO Trading to him in exchange for an arrangement whereby EVRO would        
maintain a 45% interest in the common stock of EVRO Trading, with no obligation 
for additional funding.  Both parties also signed mutual general releases and   
noncompete agreements in connection with the settlement.  On March 24, 1995,    
THI and Mr. Hickland also executed a 10 day secured promissory note ("Note")    
for $30,776.99 which represents amounts due Mr. Hickland and Perry Cope, a      
consultant for EVRO Trading for back salary, fees and expenses.  The Note was   
secured by the remaining 45% of the common stock of EVRO Trading ("Security").  
On April 3, 1995, THI defaulted on the Note and surrendered the Security to Mr. 
Hickland.                                                                       

        Pursuant to the agreement between EVRO and Stellar, Stellar has agreed
that EVRO shall transfer the first $300,000 that it receives as a result of the 
sale of any Class or Series of  EVRO's authorized but unissued capital stock to 
THI in partial satisfaction of EVRO's obligation to fund a total of $400,000 to 
THI plus approximately $55,000 of expenses incurred by THI in relationship to   
this transaction.  THI shall be entitled to receive the balance of the funds    
owed it from the proceeds of the sale of any Class or Series of EVRO's          
authorized but unissued shares after $200,000 from the proceeds of any such     
have first been utilized for the benefit of TSSN.  The time and amount of each  
installment of the balance of such obligation to fund THI shall be mutually     
agreed upon by the EVRO board and the THI board at such time as additional      
funds become available.                                                         

-55-

10KSB/A
56th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 56th

ITEM 13.         EXHIBITS, REPORTS ON FORM 8-K                                  

(A)      EXHIBITS                                                               

                                                                [Download Table]

EXHIBIT #        DESCRIPTION OF DOCUMENT                                       
                 -----------------------                                       
                                                                               
2.01     Agreement and Plan of Reorganization dated September 22, 1992 by and  
         among EVRO Financial Corp., owners of records of Lintronics           
         Technologies, Inc., and Lintronics Technologies, Inc.(a)              

3.01     Articles of Incorporation.(d)                                         

3.02     By-Laws of the Registrant.(d)                                         

3.03     Articles of Amendment to Articles of Incorporation filed October 3,   
         1994.(i)                                                              

3.04     Articles of Amendment to Articles of Incorporation filed January 24,  
         1995.(i)                                                              

3.05     Articles of Amendment to the Certificate of Designation, Preferences, 
         Rights and Limitations of Series A 10% Convertible Preferred Stock,   
         $1.00 Face Value of EVRO Corporation filed January 24, 1995.(i)       

3.06     Articles of Amendment to the Certificate of Designation, Preferences, 
         Rights and Limitations of Series B 8% Preferred Stock, $1.00 Face     
         Value of EVRO Corporation filed January 24, 1995.(i)                  

3.07     Articles of Amendment to Articles of Incorporation filed March 15,    
         1995.(i)                                                              

3.08     Articles of Amendment to Articles of Incorporation filed April 8,     
         1995.(i)                                                              

4.01     Specimen Stock Certificate.(d)                                        

10.01    Lease Agreement dated August 26, 1992 by and between Princess Palm    
         Corporation and Lintronics Technologies, Inc.(c)                      

10.02    Employment Agreement dated October 29, 1993 by and between Lintronics 
         Technologies, Inc. and Michael B. Hickland.(d)                        

10.03    Stock Purchase Agreement dated February 22, 1994 by and between EVRO  
         Financial Corporation and Good Health Channel, Inc.(e)                

10.04    Capital Stock Escrow and Disposition Agreement dated March 18, 1994 by
         and between EVRO Corporation and Good Health Channel, Inc.(e)         

-56-  

10KSB/A
57th Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 57th

                                                                [Download Table]
                                                                               
10.05    Asset Purchase Agreement dated July 13, 1994 by and between Three     
         Rios, Ltd. and EVRO Corporation.(f)                                   

10.06    Modification of Letter of Intent and Addendum to Modification of      
         Letter of Intent dated January 12, 1995 by and between EVRO           
         Corporation and The Stellar Companies, Inc.(g)                        

10.07    Assignment of Option dated January 12, 1995 amongst Boyar Holdings,   
         Inc., EVRO Corporation, The Stellar Companies, Inc. and The Sports &  
         Shopping Network, Inc.(g)                                             

10.08    Promissory Note Extension and Consent Agreement and Capital Stock     
         Escrow and Disposition Agreement dated July 1, 1994 by and between    
         EVRO Corporation and John Latham, Trustee.(h)                         

10.09    Settlement Agreement dated June 27, 1994 by and among EVRO            
         Corporation, Treasure Rockhound Ranches, Inc. and Dale Fullerton; and 
         Escrow Agreement dated June 27, 1994 by and among EVRO Corporation and
         Dale Fullerton and the law firm of Bush Ross Gardner Warren & Rudy,   
         P.A.; and Escrow Agreement dated June 27, 1994 by and among EVRO      
         Corporation, Treasure Rockhound Ranches, Inc., Dale Fullerton and the 
         law firm of Morrill Brown & Thomas, P.A.(i)                           

10.10    EVRO Corporation 1994 Non-Qualified Stock Option Plan.(i)             

22.01    Subsidiaries of registrant.(i)                                        

27.0     Financial Data Schedule (for SEC use only)                            

(B)      REPORTS ON FORM 8-K                                                    

 Report on Form 8-K dated March 17, 1995, reported matters under
Items 2 and 7 thereof.                                                          

       (a) Filed as an Exhibit to Report on Form 8-K dated October 19, 1992.

       (b) Filed as an Exhibit to Form 8 Amendment No. 1, dated November 19,
1992 to Report on Form 8-K dated October 19, 1992.    

         (c) Filed as an Exhibit to Report on Form 10-KSB, dated April 22, 1993.

        (d) Filed as an Exhibit to Report on Form 10-KSB dated April 14, 1994.

     (e) Filed as an Exhibit to Report on Form 8-K dated March 29, 1994.

    (f) Filed as an Exhibit to Report on Form 8-K dated July 30, 1994.

     (g) Filed as an Exhibit to Report on Form 8-K dated March 17, 1995.

     (h) Filed as an Exhibit to Report on Form 10-QSB dated November 11,
1994.                                                 

     (i) Filed as an Exhibit to Report on Form 10-KSB for the year ended
December 31, 1994.                                    

-57-

10KSB/A
Last Page of 58
TOC
1st
Previous
Next
↓Bottom
Just 58th

SIGNATURES  

 In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned     
thereunto duly authorized on this 16th day of February, 1996.                   

                EVRO CORPORATION

           By:   /s/Thomas L. Jensen
                     -----------------------------
                  Thomas L. Jensen
                     Chief Executive Officer

       In accordance with the Exchange, this Report has been signed below by
the following persons on behalf of the Registrant, and in the capacities and on 
the date indicated.                                                             

                                                                [Download Table]

      SIGNATURE                       TITLE                           DATE        
      ---------                       -----                           ----        
                                                                                  
/s/Thomas L. Jensen            Chairman of the Board and         February 16, 1996
-----------------------------  Chief Executive Officer                            
Thomas L. Jensen                                                                  

/s/Stephen H. Cohen            Secretary and Director            February 16, 1996
-----------------------------                                                     
Stephen H. Cohen                                                                  

/s/D. Jerry Diamond            Director                          February 16, 1996
-----------------------------                                                     
D. Jerry Diamond                                                                  

/s/O. Don Lauher               Treasurer, Chief Financial        February 16, 1996
-----------------------------  Officer and Principal Accounting                   
O. Don Lauher                  Officer                                            

/s/Don Mastropietro            Director                          February 16, 1996
-----------------------------                                                     
Don Mastropietro                                                                  

-58-  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
		7/1/98		7		18
		7/1/97		43
		6/30/97		6		43
		4/15/96		7
		3/31/96		7					10QSB,  10QSB/A,  NT 10-Q
		3/14/96		6
		3/13/96		6
Filed on:		2/23/96							PRES14A
		2/16/96		58
		12/31/95		15					10KSB,  10KSB/A,  NT 10-K
		12/21/95		24
		7/5/95		36		54
		5/13/95		7
		4/16/95		24
		4/13/95		2
		4/8/95		56
		4/3/95		4		55
		3/31/95		17		54			10QSB/A
		3/27/95		5		42
		3/24/95		4		55
		3/17/95		57
		3/15/95		56
		3/14/95		4		52
		3/1/95		55
		1/26/95		17		36
		1/24/95		56
		1/20/95		4
		1/13/95		12		19
		1/12/95		4		57
For Period End:		12/31/94		1		57			10KSB/A
		11/11/94		57
		10/3/94		56
		9/30/94		7		47
		7/30/94		57
		7/15/94		4		30
		7/13/94		57
		7/1/94		57
		6/27/94		57
		4/14/94		57
		3/29/94		57
		3/18/94		56
		2/25/94		47
		2/23/94		30
		2/22/94		3		56
		1/5/94		36		54
		1/1/94		7
		12/31/93		12		54
		11/1/93		54
		10/29/93		56
		9/20/93		34		53
		4/22/93		57
		3/30/93		34		53
		12/31/92		3		40
		12/16/92		9
		11/19/92		57
		10/19/92		3		57
		10/15/92		35		53
		9/22/92		56
		8/26/92		56
		7/1/92		37
									List all Filings