SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended September 30, 1996 .
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________________to_________________.
Commission file number: 0-13409
Eurotronics Holdings Incorporated
(Name of Small Business Issuer in Its Charter)
Utah 87-0550824
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1095 East 2100 South, Salt Lake City, Utah 84106
(Address of Principal Executive Offices)
(801) 487-0888
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) 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 No XX
The number of shares outstanding of the issuer's common stock, par value
$0.0001, as of November 19, 1996 was 4,520,336.
Total Pages: 8
Exhibit Index on Page: 8
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS PAGE
Balance Sheets..............................................................F-1
Statements of Operations....................................................F-2
Statements of Cash Flows....................................................F-3
Condensed Notes to Financial Statements.....................................F-4
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
Unaudited Balance Sheets
September 30, 1996 and December 31, 1995
September 30, December 31,
1996 1995
--------- --------
ASSETS
Current Assets
<S> <C> <C>
Cash ................................... $ 21,272 $ 17,782
Accounts Receivable .................... 89,375 17,770
-------- --------
Total Current Assets ................... 110,647 35,552
Equipment, net depreciation .................. 37,317 23,638
TOTAL ASSETS ................................. $147,964 $ 59,190
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable ............................... $ 22,074 $ 4,822
Accrued Expenses ............................... $ 106,842 $ 21,629
Current portion of long-term debt .............. 4,284 4,284
--------- ---------
Total Current Liabilities ...................... 133,200 30,735
Long Term Debt ....................................... 25,716 25,716
--------- ---------
TOTAL LIABILITIES .................................... 158,916 56,451
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par value;
Authorized, 200,000,000 shares;
Issued, 19,935,717 shares at September 30,1996 . 1,993 1,000
Additional paid-in capital ..................... 5,408 3,764
Accumulated Deficit ............................ (18,353) (2,025)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY ........................... (10,952) 2,739
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........... $ 147,964 $ 59,190
========= =========
</TABLE>
See notes to unaudited financial statements.
F-1
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
Unaudited Statements of Operations
For The Three Months Ended September 30, 1996 and September 30, 1995
For the Nine Months Ended September 30, 1996 and September 30, 1995
Three Three Nine Nine
Months Months Months Months
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenue .......................................... $ 84,560 $ 63,020 $ 253,762 $ 81,999
Cost of Revenue .................................. $ 29,165 $ 31,133 $ 99,713 $ 46,568
------------ ------------ ------------ ------------
Gross Profit ..................................... 55,395 31,887 154,049 35,431
Expenses:
General and administrative ................. 124,760 22,029 166,739 32,312
Amortization and depreciation .............. 1,213 -- 3,638 --
------------ ------------ ------------ ------------
125,973 22,029 170,377 32,312
------------ ------------ ------------ ------------
Income (Loss) before income taxes: ............... (70,578) 9,858 (16,328) 3,119
Income taxes ............................... -- -- -- --
------------ ------------ ------------ ------------
NET INCOME (LOSS) ................................ $ (70,578) $ 9,858 $ (16,328) $ 3,119
============ ============ ============ ============
NET INCOME (LOSS) PER COMMON SHARE ............... $ -- $ -- $ -- $ --
============ ============ ============ ============
Weighted average number of shares
outstanding ...................................... 19,935,717 19,935,717 19,935,717 19,935,717
============ ============ ============ ============
See notes to unaudited financial statements.
F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
Unaudited Statements of Cash Flows
Nine Months Ended September 30, 1996 and September 30, 1995
Nine Nine
Months Months
1996 1995
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income (Loss) ................................. $(16,328) $ 3,119
Adjustments to reconcile net income (loss) to
net cash used by operating activities:
(Increase) decrease in accounts receivable ..... (71,605) (8,363)
Increase (decrease) in accounts payable ........ 17,252 17,786
Increase (decrease) in accrued liabilities
& current portion .............................. 85,213 652
-------- --------
Net cash (used) by operating activities ........... 14,532 13,194
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .............................. (13,679) (20,151)
-------- --------
Net cash provided (used) by investing activities .. (13,679) (20,151)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net effect of recapitalization .................... 2,637 --
-------- --------
Net cash provided by financing activities ......... 2,637 --
-------- --------
Net increase (decrease) in cash and equivalents ........ 3,490 (6,957)
Cash and equivalents, beginning ........................ 17,782 --
-------- --------
Cash and equivalents, ending ........................... $ 21,272 $ (6,957)
======== ========
</TABLE>
See notes to unaudited financial statements.
F-3
<PAGE>
EUROTRONICS HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
NOTE 1: Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should therefore, be read in conjunction with
the Company's Annual Report to Shareholders on Form 10-KSB for fiscal year ended
December 31, 1995.
In management's opinion, the accompanying consolidated unaudited condensed
financial state contain all adjustments, consisting only of normal recurring
adjustments necessary for a fair statement of the results for the interim
periods presented. The interim operation results are not necessarily indicative
of the results for the fiscal year ending December 31, 1996.
NOTE 2: Acquisition of InterConnect West, Inc.
On July 16, 1996, the Company executed an Agreement for Exchange of Stock
(the "Agreement") with InterConnect West, Inc., a Utah corporation ("ICW"), and
Mark Tolman who prior to the Agreement owned 100% of the outstanding stock of
ICW. The Agreement was made effective July 31, 1996. Under this Agreement, the
Company acquired all outstanding shares of ICW, making ICW the Company's
wholly-owned subsidiary. The Agreement has been approved by the Company's
shareholders and is effective under relevant state law. The Company has
therefore treated the Agreement as effective in its financial statements.
However, the Agreement will not be effective for purposes of the Securities
Exchange Act of 1934 (the "ACT") until an information statement is distributed
to the appropriate shareholders pursuant to Regulation 14C under the Act. The
Company is now in the process of desseminating that information statement. All
references to quantities of common stock mentioned in this paragraph account for
the 1 for 10 reverse split of the Company's common stock which will also be
effective upon proper dessemination of an information statement.
As a result of this recapitalization of ICW, the common stock of ICW (1,000
shares with a par value of $1.00) was transferred to Eurotronics and Eurotronics
issued 17,504,532, shares of common stock. In addition, 1,944,948 shares of
common stock were issued to Canton Financial Services Corporation (CFS) for
services in arranging the recapitalization. CFS is also due a payment of
$100,000 payable at the Company's option in either cash or common stock. Also,
44,203 shares of common stock were issued to James Tilton, the Company's former
president and director for services in arranging the recapitalization. Prior to
the recapitalization, Eurotronics had 442,034 shares of common stock
outstanding.
For financial accounting purposes the acquisition is treated as a reverse
acquisition and ICW is treated as acquiring the Company. The comparative figures
presented in the consolidated financial statements are those of ICW and the
limited assets and liabilities of Eurotronics have been recorded under the
purchase method of accounting at their historical costs. The financial
statements include the operations of ICW for all periods presented with the
operations of Eurotronics included from the date of recapitalization. The
operations of Eurotronics were immaterial prior to the recapitalization.
NOTE 3: Debt Settlement
Prior the recapitalization described in Note 2, the Company settled all prior
fees due to CFS in connection with its consulting agreement with CFS through the
exchange of its investment securities. As a result of this transaction, the
Company eliminated all of its liabilities and was left with no assets.
NOTE 4: Additional footnotes included by reference
Except as indicated in the footnotes above there has been no other material
change in the information disclosed in the notes to the financial statements
included in the Company Annual Report on Form 10-KSB for the year ended December
31, 1995. Therefore those footnotes are included herein by reference.
F-4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company hopes to implement this marketing plan as a means of increasing
ICW's revenues and market penetration. The Company has estimated the annual cost
of this new marketing plan at approximately $1,408,000. This amount greatly
exceeds the $67,825 in expenses which ICW incurred during the 1995 fiscal year,
and will therefore put increased strain on ICW's liquidity. However, the Company
believes that such expenditures will result in revenues for ICW that greatly
exceed those of 1995. Therefore, the Company has estimated that much of the cash
flow necessary to implement the marketing plan can be generated through
revenues. The Company is currently investigating additional methods of potential
financing, including a potential future private offering of debt securities
and/or a public or private offering of its Common Stock. No material steps
toward obtaining such financing have been taken and the Company can provide no
assurances that ICW's revenues will be sufficient to cover its marketing costs
or that other means of raising capital will be available to ICW.
The Company anticipates spending an additional $50,000 on computer
equipment and Internet connection fees to supplement its current facilities. The
Company believes that these capital expenditures are necessary for ICW to
maintain its current service level in light of anticipated increases in the
scope of ICW's operations. Management believes that the cash needed for this
equipment can also be generated through ICW's revenues or through an offering of
the Company's securities.
Results of Operations
Gross revenues for the nine months ended September 30, 1996 were $253,762
compared to $81,999 for the same period in 1995. During the three months ended
September 30, gross revenue was $84,560 for 1996 and $63,020 for 1995.
Costs of revenues increased from $46,568 during the first nine months of
1995 to $98,713 for the same period in 1996. Costs of revenues for the third
quarter in 1996 were $29,165 compared to $31,133 for the same period in 1995.
Gross profit was $154,059 for the nine months ended September 30, 1996 and
$35,431 for the quarter ended the same date. Gross profit as a percentage of
revenues was 60.1% and 43.2%, respectively. Selling, general, and administrative
expenses were $170,337 from January 1 through September 30, 1995 and $32,312 for
the comparable period in 1996. For the quarter ended September 30, selling,
general, and administrative expenses were $22,029 for 1995 and $125,973 for
1996.
Net loss was $16,328 during the nine months ended September 30, 1996
compared to a net profit of $3,119 during the comparable period in 1995. For the
quarter ended September, the Company recorded a net loss in the amount of
$70,578 in 1996 compared to a net profit of $9,858 in 1995.
Capital Resources and Liquidity
The Company had a net working capital deficit of $18,269 as of September
30, 1996 compared to a working capital deficit of $16,717 at the end of
September 1995. The main reason behind this working capital decrease is an
increase in accrued expenses from operations.
Net stockholders' equity in the Company was $2,739 at the end of December
1995, as compared to a deficit of $510,952 as of September 30, 1996. This
decrease is primarily due to the acquisition of ICW.
<PAGE>
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, this 19TH day of November 1996.
Eurotronics Holdings Incorporated
/s/ Mark Tolman
Mark Tolman, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Mark Tolman President and Director November 19, 1996
- ----------------
Mark Tolman
/s/ Pat Gallegos Vice-President and Director November 19, 1996
- -----------------
Pat Gallegos
/s/ Michael Brodsky Secretary-Treasurer and Director November 19, 1996
- -------------------
Michael Brodsky
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION OF EXHIBIT
10(i)(c) * Agreement of Exchange of Stock signed on July 15,
1996, effective June 17, 1996, by and between the
Company and InterConnect West, Inc. (Incorporated
herein by reference from the Company's Form 10-QSB
filed with the Commission on July 18, 1996.)
27 9 Audited Financial Statements of InterConnect West for
fiscal year ended December 31, 1995.
* These exhibits appear in the manually signed original copies of the respective
filings made by the Company with the Commission as indicated.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of
InterConnect West, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of InterConnect West, Inc. (an S
Corporation), as of December 31, 1995, and the related statements of operations,
stockholders' equity and cash flows for the period April 21, 1995 (date of
inception) to December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of InterConnect West, Inc. (an S
Corporation) as of December 31, 1995, and the results of its operations and cash
flows for the period April 21, 1995 (date of inception) to December 31, 1995, in
conformity with generally accepted accounting principles.
October 31, 1996
Salt Lake City, Utah
<PAGE>
<TABLE>
<CAPTION>
INTERCONNECT WEST, INC.
BALANCE SHEET
December 31, 1995
ASSETS
CURRENT ASSETS
<S> <C>
Cash and cash equivalents ................................... $17,782
Accounts receivable, net of allowance
for doubtful accounts of $5,357 .......................... 17,770
Total Current Assets .................................. 35,552
PROPERTY AND EQUIPMENT, at cost, net
of accumulated depreciation (Notes 2 and 3) ................. 23,638
$59,190
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
<S> <C>
Accounts payable ................................................ $ 4,822
Accrued expenses ................................................ 21,629
Current portion of long-term debt (Note 4) ...................... 4,284
Total Current Liabilities .................................... 30,735
LONG-TERM DEBT (Note 4) ............................................ 25,716
COMMITMENTS AND CONTINGENCIES
(Notes 6, 7 and 8) .............................................. --
STOCKHOLDERS' EQUITY
Common stock, $1,00 par value; authorized
1,000,000 shares; issued and outstanding 1,000 shares (Note 5) .. 1,000
Additional paid-in capital (Note 5) ............................. 3,764
Retained deficit ................................................ (2,025)
Total Stockholders' Equity ................................... 2,739
$ 59,190
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERCONNECT WEST, INC.
STATEMENT OF OPERATIONS
For the Period April 21, 1995 (Date of Inception) to December 31, 1995
REVENUES
<S> <C>
Advertising income ......................................... $ 103,854
Consulting income .......................................... 22,419
Graphics design income ..................................... 19,944
Other income ............................................... 196
Total Revenues .......................................... 146,413
COST OF SALES ................................................. 80,613
GROSS PROFIT .................................................. 65,800
GENERAL AND ADMINISTRATIVE EXPENSES
Auto expense ............................................... 3,760
Bad debt expense ........................................... 5,357
Depreciation ............................................... 4,882
Insurance .................................................. 732
Interest ................................................... 3,685
Meals and entertainment .................................... 1,253
Other 3,765
Office supplies ............................................ 2,985
Professional ............................................... 2,204
Rent ....................................................... 6,951
Recruiting expense ......................................... 6,287
Telephone .................................................. 17,255
Wages and employee benefits ................................ 8,709
Total General and Administrative Expenses ............... 67,825
Net loss ............................................... $ (2,025)
Loss per share (Note 2) ................................. $ (2.03)
Weighted average number of shares outstanding ........... 1,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERCONNECT WEST, INC.
STATEMENT OF CASH FLOWS
For the Period April 21, 1995 (Date of Inception) to December 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net loss ........................................................ $ (2,025)
Adjustments to reconcile net loss to cash provided
by operating activities:
Depreciation ................................................. 4,882
Bad debt expense ............................................. 5,357
Changes in operating assets and liabilities:
Accounts receivable .......................................... (23,127)
Accounts payable ............................................. 4,822
Accrued expenses ............................................. 21,629
Net Cash Provided by Operating Activities ................. 11,538
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment - net ..................... (23,756)
Net Cash Used in Investing Activities ..................... (23,756)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt ...................................... 30,000
Net Cash Provided by Financing Activities ................. 30,000
Net increase in cash and cash equivalents ....................... 17,782
Cash and cash equivalents at beginning of period ................ --
Cash and Cash Equivalents at End of Period ................ $ 17,782
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Transfer of assets and assumption of liabilities
in exchange for 1,000 shares of common stock (See Note 5) . $ 4,764
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
INTERCONNECT WEST, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period April 21, 1995 (Date of Inception) to December 31, 1995
Additional
Common Stock Paid-in Retained
Shares Amount Capital Deficit Total
Issuance of common shares
for assets and the assumption
of liabilities ($4.76 per share)
<S> <C> <C> <C> <C> <C>
(Note 5) ..................... 1,000 $ 1,000 $ 3,764 $ -- $ 4,764
Net loss for the period April 21,
1995 (date of inception) to
December 31, 1995 ............ -- -- -- (2,025) (2,025)
Balance at December 31, 1995 .... 1,000 $ 1,000 $ 3,764 $(2,025) $ 2,739
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
INTERCONNECT WEST, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. ORGANIZATION AND BUSINESS ACTIVITY
Interconnect West, Inc. (the Company) was organized under the laws of the State
of Utah on April 21, 1995. The Company provides Internet marketing services
including the graphic design of web sites, consulting and Internet connection
services. The Company also sells store front sites in an on-line mall displayed
on the world wide web designed and operated by the Company called Access Market
Square.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with original
maturities of less than three months to be cash equivalents.
Income Taxes
The Company has elected to be taxed under the provisions of Subchapter S of the
Internal Revenue Code. Under those provisions, the Company does not pay federal
corporate income taxes on its taxable income. Instead, the shareholders are
liable for individual federal income taxes on their respective share of the
Company's taxable income.
As described in Note 7 to the financial statements, on June 17, 1996, the
Company entered into an agreement with Eurotronics Holdings Incorporated (EHI)
whereby, the Company would exchange all of its issued and outstanding shares of
capital stock for 90% of the issued and outstanding common stock of EHI. As a
result, the Company will lose its "S" status classification and will be taxed as
a "C" corporation under the Internal Revenue Code.
Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated on a
straight-line basis over the estimated useful lives of the assets. Maintenance
and repairs are charged to operations when incurred. Betterments and renewals
are capitalized.
Dividend Policy
The Company anticipates that for the foreseeable future its earnings will be
retained for use in its business and no cash dividends will be paid. Declaration
and payment of dividends will remain within the discretion of the Company's
board of directors and will depend upon the Company's growth , profitability,
financial condition and other factors which the board of directors may deem
appropriate.
<PAGE>
INTERCONNECT WEST, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)-
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
Loss Per Share
The computation of primary loss per share is based on the weighted average
number of shares outstanding during the period.
3. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at December 31, 1995:
Equipment $29,920
Office furniture 969
--------
30,889
Less accumulated depreciation (7,251)
$23,638
=======
Depreciation expense for the period April 21, 1995 (date of inception) to
December 31, 1995 was $4,882.
4. LONG-TERM DEBT
At December 31, 1995, long-term debt consisted of a note payable to an
individual in the amount of $30,000, with interest at 12% per annum. All accrued
and unpaid interest shall be paid on the first day of each twelve full calender
months following June 1, 1995. Thereafter, the principal amount and accrued and
unpaid interest shall be payable in 36 monthly installments of $996, payable on
the first day of each calender month beginning on July 1, 1996, and ending on
June 1, 1999, on which date all outstanding principal and accrued and unpaid
interest will be due and payable. A late charge of 5% of any late payment will
be due if payment has not been received within five days of its due date. The
note is unsecured.
<PAGE>
INTERCONNECT WEST, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
4. LONG-TERM DEBT (Continued)
The annual maturities of long-term debt for the next five years are as follows:
Year ending
December 31 Amount
1996 $ 4,284
1997 10,209
1998 11,619
1999 3,888
2000 -
$30,000
=======
5. COMMON STOCK
On April 21, 1995 (date of inception), the Company's primary stockholder
transferred assets and liabilities to the Company in the net amount of $4,764
(valued at the stockholder's basis) in exchange for 1,000 shares of the common
stock of the Company.
6. LEASES
The Company is obligated under one operating lease for rental of office space as
follows:
Rental expense for an operating lease for the period April 21, 1995 (date of
inception) to December 31, 1995 approximated $7,000. The Company is obligated
under the operating lease agreement to pay lease payments of $876 per month for
the period January 1, 1996 through June 30, 1996 and $924 per month for the
period July 1, 1996 through December 31, 1996. The Company may extend the lease
for one additional year by giving the landlord sixty days written notice prior
to the expiration of the lease.
<PAGE>
INTERCONNECT WEST, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
6. LEASES (Continued)
Future minimum lease payments under the noncancellable operating lease as of
December 31, 1995 are as follows:
Year ending
December 31 Amount
1996 $10,300
1997 -
1998 -
1999 -
2000 -
Total minimum lease payments $10,300
========
7. SUBSEQUENT EVENT
On June 17, 1996, the Company entered into an agreement with Eurotronics
Holdings Incorporated (EHI) whereby, the Company would exchange all of its
issued and outstanding shares of capital stock for 90% of the issued and
outstanding common stock of EHI which shall be issued pursuant to Rule 144 under
the Securities Act of 1933. From the date of closing, the Company will become a
wholly-owned subsidiary of EHI and the name of EHI will be changed to Access
Market Square, Inc. Both parties agree to utilize the services of Canton
Financial Services Corporation (CFSC) in connection with the Agreement. EHI and
the Company agree to issue to James Tilton (the president of EHI) 10% of the
then currently issued and outstanding common stock. The total amount of common
stock then currently issued and outstanding, including Mr. Tilton's shares, will
then be reduced to 2.5% of EHI's issued and outstanding by the issuance of 4000%
of the quantity of common stock then issued and outstanding, including 3600% to
the Company and 400% to CFSC. CFSC will also receive $100,000 payable at EHI's
option in either cash or common stock issued pursuant to Form S-8 under the
Securities Act of 1933. CFSC shall also be reimbursed for expenses incurred
during and in relation to the furtherance of this transaction.
8. LITIGATION
On February 3, 1995, Milne Jewelry Company asserted through Counsel that the
Company infringed its trade dress and copyright in and to its Internet web site
by its involvement in a so called "Santa Fe Silver Trading Post" web site. The
Company responded by denying the allegations and by taking
<PAGE>
INTERCONNECT WEST, INC.
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1995
8. LITIGATION (Continued)
steps to have the allegedly offending material removed. Counsel for Milne
Jewelry Company posted a letter dated February 23, 1995 continuing its
allegations. No action has been taken subsequent to that by either party.
Counsel for the Company states that no meaningful evaluation as to the range of
potential loss resulting from an unfavorable outcome can be made.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
SEPTEMBER 30, 1996 QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000734089
<NAME> EUROTRONICS HOLDINGS INCORPORATED
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 21,272
<SECURITIES> 0
<RECEIVABLES> 89,375
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 37,317
<DEPRECIATION> 0
<TOTAL-ASSETS> 147,964
<CURRENT-LIABILITIES> 133,200
<BONDS> 0
0
0
<COMMON> 1,993
<OTHER-SE> (12,945)
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