SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended March 31, 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.)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
(Address of Principal Executive Offices)
(801) 575-8073
(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 June 21, 1996 was 4,420,336
Documents Incorporated by Reference: NONE
<PAGE>
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS.................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............4
PART II
ITEM 1. LEGAL PROCEEDINGS....................................................7
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................7
SIGNATURES....................................................................8
INDEX TO EXHIBITS.............................................................9
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS PAGE
Balance Sheets..............................................................F-1
Statements of Operations....................................................F-2
Statements of Stockholders' Equity..........................................F-3
Statements of Cash Flows....................................................F-4
Condensed Notes to Financial Statements.....................................F-5
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
Balance Sheet
March 31, 1996 (Unaudited) and December 31, 1995
March 31 December 31
1996 1995
--------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash ............................................ $ 2,285 $ 6,056
--------- ---------
Total Current Assets ............................... 2,285 6,056
Other Assets
Investment - securities ......................... 169,812 169,812
--------- ---------
TOTAL ASSETS ....................................... $ 172,097 $ 175,868
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses ................................ $ 53,573 $ 52,089
Total Current Liabilites ........................... 53,573 52,089
--------- ---------
Shareholders' Equity
Common stock par value $.0001; 200,000,000
shares authorized; 4,420,366 and 4,420,366
shares issued ................................. 442 442
Additional paid-in capital ...................... 884,734 884,734
Deficit accumulated during development stage .... (766,652) (761,397)
--------- ---------
Total Shareholders' Equity ......................... 118,524 123,779
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY ............................... $ 172,097 $175, 868
========= =========
</TABLE>
See notes to financial statements.
F-1
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENTS OF OPERATIONS
For The Three Months Ended March 31, 1996 and March 31, 1995 (Unaudited)
Period From Date of Inception (January 7,1982) Through March 31,1996 (Unaudited)
Inception
Three Three Through
Months Months March 31,
1996 1995 1996
----------- --------- -----------
<S> <C> <C> <C>
Revenue:
Debt settlement ............................ $ -- $ -- $ 2,610
Interest Income ............................ -- -- 61,208
--------- --------- ---------
-- -- 63,818
--------- --------- ---------
Expenses:
Investigation, evaluation and exploration of
prospective mineral properties ......... -- -- 424,416
General and administrative ................. 5,255 -- 404,871
Amortization and depreciation .............. -- -- 1,000
--------- --------- ---------
5,255 -- 830,287
--------- --------- ---------
Income (Loss) before income taxes ............... (5,255) -- (766,469)
Income taxes ............................... -- -- 183
--------- --------- ---------
NET INCOME (LOSS) ............................... $ (5,255) $ -- $(766,652)
========= ========= =========
NET INCOME (LOSS) PER COMMON SHARE .............. -- -- --
========= ========= =========
Weighted average number of shares outstanding ... 461,825 54,412 461,825
========= ========= =========
See notes to financial statements.
F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY Period From Date of Inception ( January 7, 1982)
Through March 31, 1996 (Unaudited)
Additional
Common Stock Common Stock Paid-In Accumulated
Shares Amount Capital Deficit
------------ ------------ ---------- -----------
<S> <C> <C> <C> <C>
Issuance of common stock to incorporators
for cash - 1992 ............................. 15,000,000 $ 1,500 $ 28,500 --
Change in number of shares issued to
incorporators and price per share - 1983 .... 2,142,857 214 (214) --
Issuance of common stock fr cash - 1983 ....... 14,285,715 1,429 23,571 --
Public stock offering for cash, net of $111,627
in underwriting expenses - 1984 ............. 49,500,000 4,950 378,423 --
Sale of warrants .............................. -- -- 100 --
Net loss for the period from date of inception
(January 7, 1982) through December 31, 1992 . -- -- -- (442,883)
------------ ------------ ---------- -----------
Balance December 31, 1992 ..................... 80,928,572 8,093 430,830 (442,883)
------------ ------------ ---------- -----------
Results of operations year ended Dec 31, 1993 . -- -- -- --
------------ ------------ ---------- -----------
Balance December 31, 1993 ..................... 80,928,572 8,093 430,830 (442,883)
------------ ------------ ---------- -----------
Results of operations year ended Dec 31, 1994 . -- -- -- --
------------ ------------ ---------- -----------
Balance December 31, 1994 ..................... 80,928,572 8,093 430,830 (442,883)
------------ ------------ ---------- -----------
Reverse stock split, 80, 928, 572 to 54,412 ... (80,874,160) (8,088) 8,088 --
Issuance of shares for no determinable
consideration - May 1995 .................... 76,667 8 (8) --
Issuance of shares for cash - July 1995 ....... 172,500 17 17,233 --
Issuance of shares for services - July 1995 ... 10,000 1 999 --
Issuance of shares for debt - July 1995 ....... 226,500 23 22,627 --
Issuance of shares for cash - November 1995 ... 510,000 51 50,949 --
Issuance of shares for services - November 1995 112,000 11 11,189 --
Issuance of shares for cash - December 1995 ... 222,222 22 39,978 --
Issuance of shares for services - December 1995 1,337,921 134 133,658 --
Issuance of shares for assets - December 1995 . 1,698,114 170 169,641 --
Results of operations year ended Dec 31, 1995 . -- -- -- (318,514)
------------ ------------ ---------- -----------
Balance December 31, 1995 ..................... 4,420,336 $ 442 $ 884,734 $ (761,397)
------------ ------------ ---------- -----------
Results of operations three months ended
March 31, 1996 ............................. -- -- -- (5,255)
------------ ------------ ---------- -----------
Balance March 31, 1996 ........................ 4,420,336 $ 442 $ 884,734 $ (766,652)
============ ============ ========== ===========
See notes to financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
STATEMENT OF CASH FLOWS Three Months Ended March
31, 1996 and March 31, 1995
Period From Date of Inception (January 7,1982) Through March 31,1996(Unaudited)
Inception
Three Three Through
Months Months March 31,
1996 1995 1996
-------- --------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITES:
Net (Loss) ................................... $ (5,255) $ -- $(766,652)
---------- -------- ----------
Adjustments to reconcle net (loss) to net cash
used by operating activities:
Increase (decrease) in accrued liabilities ... 1,484 -- 53,573
Services paid with common stock .............. -- -- 145,992
Common stock issued for debt ................. -- -- 22,650
---------- -------- ----------
Total Adjustments .............................. 1,484 -- 222,215
---------- -------- ----------
Net cash (used) by operating activities ...... (3,771) -- (544,437)
---------- -------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions by incorporators ....... -- -- 55,000
Proceeds from public stock offering .......... -- -- 383,473
Issuance of common stock for cash ............ -- -- 108,249
---------- -------- ----------
Net cash provided by financing activities .... -- -- 546,722
---------- -------- ----------
Net increase in cash ......................... (3,771) -- 2,285
Cash, beginning .............................. 6,056 -- --
---------- -------- ----------
Cash, ending ................................. $ 2,285 -- $ 2,285
========== ======== ==========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Issuance of common stock for services ........ $ -- $ -- $ 145,992
========== ======== ==========
Issuance of common stock for debt ............ $ -- $ -- $ 22,650
========== ======== ==========
Issuance of common stock for investments ..... $ -- $ -- $ 169,812
========== ======== ==========
</TABLE>
See notes to financial statemens.
F-4
<PAGE>
EUROTRONICS HOLDINGS, INC.
(A Development Stage Company)
Formerly Hamilton Exploration Co., Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 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: 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 be reference.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has not had revenues from operations in either of the
last two fiscal years.
Plan of Operations
The Company is currently a development stage company whose
identified business plan is to merge with or acquire a heretofore unidentified
entity. The Company does not produce any goods or provide any services. The
Company has no employees, full or part-time, aside from its officers and
directors. If the Company does participate in a merger or other business
combination, it is possible that it will recruit employees in addition to its
directors and officers. For more information on the Company's management, see
Item 9 - Directors, Executive Officers, Promoters and Control Persons. Although
the Company's plan is to locate an entity with which to combine, there can be no
assurances that it will be able to do so, or if a combination is achieved, that
it will be profitable, worthwhile or sustainable.
The Company's plan of operations for 1996 centers around its quest
for a suitable merger or acquisition target. On April 1, 1996, the Company
entered into a Consulting Agreement with Canton Financial Services Corporation,
a Nevada corporation ("CFSC"). Under the terms of the Consulting Agreement, CFSC
agreed to provide the Company with certain business consulting services
including assistance in the search for a suitable merger or acquisition target
as well as assisting in the raising of capital through preparation of documents
for registered or exempt offerings of stock, assisting in preparation of
agreements, documents, regulatory filings and accounting services.
The Consulting Agreement, which has a one-year term, provides for
CFSC to be paid a monthly consulting fee which is the greater of: (a) $20,000 or
(b) the actual fee of services provided by CFSC staff, which fee is calculated
by multiplying the number of hours worked by CFSC's staff by the stipulated
hourly rate for each CFSC employee. The Consulting Agreement gives the Company
the option of paying the monthly fees in the form of restricted Common Stock or
cash. All shares that the Company issues to CFSC are restricted stock and are
valued at one half (1/2) of the average bid price on the last day of the month
in which services are rendered. CFSC will also receive a finder's fee equal to
9.9% of the market value of the assets received by the Company in connection
with any merger or acquisition transaction. Richard Surber, the former vice
president and a director of the Company is also the president and a director of
CFSC. Ken Kurtz, formerly the Company's president, treasurer and a director, is
also an employee of CFSC.
The Company continues to rely substantially upon CFSC for its
ongoing capital requirements as detailed in the preceding paragraph. The Company
expects this relationship to continue with CFSC providing the Company with the
support required to maintain its current status until a merger or acquisition
target can be located, although no such assurances can be given.
Due to the Company's limited cash position, it is likely the Company
will have to tender shares of its Common Stock as consideration for any
acquisition or merger. Such an exchange of the Company's Common Stock would
substantially dilute the existing ownership position of current shareholders.
On July 15, 1996, the Company signed an Agreement of Exchange of
Stock (the "Agreement") with InterConnect West, Inc., a Utah corporation
("ICW"), dated June 17, 1996. Pursuant to the Agreement, which is subject to
ratification by the Company's shareholders, the Company will acquire ICW in
exchange for issuing 90% of the Company's common stock to ICW's sole
shareholder, Mark Tolman. The Agreement also requires the Company to issue 7.5%
of its common stock to CFSC in exchange for its role in locating and negotiating
with ICW as a viable merger candidate.
ICW is the developer of Access Market Square, one of the Internet's
oldest and longest running World Wide Web virtual malls. With more than 100
stores and 60,000 hits daily, Access Market Square is a very commonly visited
mall on the Internet. Access Market Square's home page and classified ad areas
have thousands of ads and are visited thousands of times each day.
The Company intends to obtain the consent of owners of a majority of
the Company's issued and outstanding common stock regarding the approval of the
merger, name change to Access Market Square and approval of the 1:5 reverse
stock split. The actions are expected to be effective September 9, 1996 which
provides for proper notice to nonconsenting shareholders
On July 17, 1996, the Company experienced a change in its control when the
board of directors appointed Mark Tolman, Michael Brodsky and Pat Gallegos as
additional directors of the Company. Mr. Tilton then resigned as the Company's
president. The directors then appointed Mr. Tolman as the Company's president,
Mr. Brodsky as secretary/treasurer, and Mr. Gallegos as vice-president. Mr.
Tilton then resigned as a director of the Company.
<PAGE>
PART II
ITEM 1. LEGAL PROCEEDINGS
To the best of management's knowledge, the Company is not a party to
any pending legal proceeding.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits beginning on page 9 of this Form
10-QSB, which is incorporated herein by reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter
ended March 31, 1996. However, the Company filed a Report on Form 8-K on
April 23, 1996, reporting on Items 1, 2 and 5.
[THIS SPACE LEFT INTENTIONALLY BLANK]
<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 day of July 1996.
Eurotronics Holdings Incorporated
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 July 22, 1996
_______________
Mark Tolman
/s/ Michael Brodsky Director July 22, 1996
___________________
Michael Brodsky
Director July , 1996
________________
Pat Gallegos
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION OF EXHIBIT
3(ii) * Amended By-Laws of the Company.
MATERIAL CONTRACTS
10(i)(a) * Amended Agreement and Plan of Exchange, dated March 30, 1996
but effective December 20, 1995 by and between the Company and
Eurotronics International Incorporated. (Incorporated herein
by reference from Exhibit 2(i)(b) to a Current Report on Form
8-K filed by the Company on April 23, 1996).
10(i)(b) * Rescission of Agreement and Plan of Exchange and Release of
All Claims effective December 20, 1995 by and between the
Company, Eurotronics International Incorporated, and the
shareholders of Eurotronics International Incorporated.
(Incorporated herein by reference from Exhibit 10(i)(d) to
Form 10-KSB filed by the Company on July 8, 1996).
10(i)(c) 13 Agreement of Exchange of Stock signed on July 15, 1996, dated
June 17, 1996, by and between the Company and InterConnect
West, Inc.
* These exhibits appear in the manually signed original copies of the respective
filings made by the Company with the Commission as indicated.
<PAGE>
10(i)(c)
AGREEMENT FOR EXCHANGE OF STOCK
THIS AGREEMENT FOR THE EXCHANGE OF STOCK ("Agreement") is entered into
this 17th day of June 1996, by and between Eurotronics Holdings Incorporated, a
Utah corporation ("EHI") and InterConnect West, Inc., a Utah corporation
("ICW").
RECITALS
Whereas, ICW and its sole shareholder, Mark A. Tolman (collectively
hereinafter referred to as "ICW"), desire to exchange and transfer all of its
capital stock to EHI and EHI desires to acquire any and all rights and interests
in and to all of the issued and outstanding capital stock of ICW in exchange for
certain shares of EHI common stock;
Whereas, the parties desire to make this transaction a tax-free
exchange of stock under the Internal Revenue Code of 1986, as amended (the
"Code").
Whereas, the parties desire to utilize the services of Canton Financial
Services Corporation, a Nevada corporation ("CFSC"), in connection with this
Agreement.
AGREEMENT
NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements contained herein, and in reliance on the representations and
warranties set forth in this Agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. Consideration and Exchange of Shares. At the closing, as defined in
Section 6 ("Closing"), ICW agrees to exchange, assign, transfer and convey
exclusively to EHI all of the issued and outstanding shares of capital stock of
ICW ("ICW Shares").
At Closing, EHI will issue to ICW or its assigns a quantity of shares
of its common stock, $0.0001 par value ("Common Stock"), sufficient to equal 90%
of the EHI's then issued and outstanding Common Stock which shall be issued
pursuant to Rule 144 under the Securities Act of 1933, as amended (the "Act")
(the "Shares"). From and after Closing, ICW will become a wholly-owned
subsidiary of EHI, and the name of EHI will duly be changed with the assistance
of CFSC as soon as practicable to "Access Market Square, Inc."
EHI and CFSC further agree to assist ICW on a "best efforts" basis in
arranging for the procurement of additional capital.
EHI and ICW agree to issue to James Tilton 10% of the currently issued
and outstanding Common Stock. The total amount of Common Stock 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% the quantity of Common
Stock then issued and outstanding, including 3600% to ICW 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, as
amended (the "Act"). CFSC shall also be reimbursed for expenses incurred during
and in relation to the furtherance of this transaction.
<PAGE>
2. Representation and Warranties of ICW. ICW represents and warrants that:
a. Its shareholder ("Shareholder") is a citizen of the United States of
America.
b. The Shareholder is acquiring the Shares for his own account and not
with a view to any distribution within the meaning of the Act. The Shareholders
acknowledge that he has been advised and made aware that (i) EHI is relying upon
an exemption under the Act predicated upon his representations and warranties
contained in this Agreement, and (ii) the Shares issued to the Shareholder
pursuant to this Agreement will be "restricted stock" within the meaning of Rule
144 of the Act. Unless, and until, the Shares are registered under the Act, they
will be subject to limitations upon resale set forth in Rule 144.
c. The Shareholder has received all of the information he considers
necessary and appropriate for determining whether to acquire the Shares pursuant
to this Agreement. The Shareholder is familiar with the business, affairs, risks
and properties EHI. The Shareholder has had an opportunity to ask questions of
and receive answers from EHI and its officers, directors and other
representatives regarding EHI and the terms and conditions of the exchange of
the Shares. The Shareholder has had the opportunity to obtain any additional
information EHI possesses or could acquire without unreasonable effort or
expense, necessary to verify the accuracy of the information furnished.
d. The Shareholder has such knowledge and expertise in financial and
business matters that he is capable of evaluating the merits and substantial
risks of an investment in the Shares and is able to bear the economic risks
relevant to the acquisition of the Shares hereunder.
e. The Shareholder is relying solely upon independent consultation with
his professional, legal, tax, accounting and any other advisors as he deems to
be appropriate in purchasing the Shares; the Shareholder has been advised by,
and has consulted with, his professional tax and legal advisors with respect to
any tax consequences of investing in EHI.
f. The Shareholder recognizes that an investment in the securities of EHI
involves substantial risk and understands all of the risk factors related to the
acquisition of the Shares.
g. The Shareholder understands that there may be no market for the
Shares.
h. The Shareholder's financial condition is such that he is under no
present or contemplated future need to dispose of any portion of Shares to
satisfy any existing or contemplated undertaking, need or indebtedness.
i. Without in any way limiting the representation set forth above, the
Shareholder further agrees not to make any disposition of all or any portion of
the Shares unless and until:
(1) There is then in effect a registration statement or exemption under
the Act covering such proposed disposition and such disposition is made
in accordance with the requirements of such registration statement or
exemption; or
(2) He shall have notified EHI of the proposed disposition and shall have
furnished EHI with a detailed statement of the circumstances surrounding
the proposed disposition, and if requested by EHI, the Shareholder shall
have furnished EHI with an opinion of counsel, reasonably satisfactory to
EHI and its counsel, that such disposition is proper under the applicable
rules and regulations promulgaated under the Act.
j. It is understood that the certificates evidencing the Shares will bear
substantially the following legend:
<PAGE>
"The securities evidenced hereby have not been registered under the
Securities Act of 1933, as amended (the "Act"), nor qualified under the
securities laws of any states, and have been issued in reliance upon
exemptions from such registration and qualification for non-public
offerings. Accordingly, the sale, transfer, pledge, hypothecation, or
other disposition of any such securities or any interest therein may not
be accomplished except pursuant to an effective registration statement or
exemption under the Act and qualification under applicable State
securities laws, or pursuant to an opinion of counsel, satisfactory in
form and substance to the Issuer to the effect that such registration or
exemption and qualification are not required."
k. ICW confers full authority upon EHI (i) to instruct its transfer agent
not to transfer any of the Shares until it has received written approval from
EHI and (ii) affix the legend in subparagraph (j) above to the fact of the
certificate or certificates representing the Shares.
l. The Shareholder understands that EHI is relying upon his
representations and warranties as contained in this Agreement in consummating
the sale and transfer of the Shares without registering them under the Act or
any law. Therefore, the Shareholder agrees to indemnify EHI against, and hold it
harmless from, all losses, liabilities, costs, penalties and expenses (including
attorney's fees) which arise as a result of a sale, exchange or other transfer
of the Shares other than as permitted under this Agreement. The Shareholder
further understands and agrees that EHI will make an appropriate notation on its
transfer records of the restrictions applicable to these Shares.
m. The Shareholder has fully disclosed his financial condition as
required by law in connection with the Shares to EHI or its agent. At Closing,
the Shareholder and management of ICW will deliver a certificate attesting,
among other things, that there will have been no material changes in the
condition of the business or its finances as reflected in its financial
statements, which shall be audited in accordance with generally accepted
accounting principles; that all corporate authority has been duly taken to enter
into and close this transaction; that there are no material undisclosed
liabilities, claims, or judgments against ICW; and that all legal and
governmental regulations or authorities will have been complied with, or
arrangements made for compliance, including arrangements for any such
outstanding liabilities, claims, or judgments.
3. Representations and Warranties of EHI. EHI represents and warrants that:
a. It is a corporation duly organized, and validly existing under the
laws of the State of Utah, United States of America.
b. It has all necessary corporate power and authority under the laws of
Utah and all other applicable provisions of law to own its properties and other
assets now owned by it, to carry on its business as now being conducted, and to
execute and deliver and carry out the provisions of this Agreement.
c. All corporate action on its part required for the lawful execution and
delivery of this Agreement and the issuance, execution and delivery of the
Shares have been duly and effectively taken. Upon execution and delivery, this
Agreement will constitute its valid and binding obligation, enforceable in
accordance with its terms, except as the enforceability may be limited by
applicable bankruptcy, insolvency or similar laws and judicial decisions
affecting creditors' rights generally.
4. Survival of Representations, Warranties and Covenants. The representations,
warranties and covenants made respectively by EHI and the Shareholder in this
Agreement shall survive the Closing and the exchange of the respective Shares
called for hereunder.
<PAGE>
5. Miscellaneous. The following miscellaneous provisions, standard to
commercial contracts of this nature, are made part hereof:
a. In the event any one or more of the provisions contained in this
Agreement are for any reason held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not effect any
other provisions of this Agreement. This Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
b. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, legal representatives, successors and
permitted assigns. The parties may not transfer or assign all or any part of
their rights or obligations except to the extent expressly permitted by this
Agreement or otherwise agreed to in writing by both parties.
c. This Agreement constitutes the entire agreement and understanding
between the parties, and may not be modified or amended except as in writing
signed by both parties.
d. No term or condition of this Agreement shall be deemed to have been
waived nor shall there be any estoppel to enforce any provision of this
Agreement except by written instrument of the party charged with such waiver or
estoppel.
e. This Agreement shall be interpreted by laws of the State of Utah.
f. This Agreement may be executed in one or more counterparts, including
electronic mail or facsimile, each of which may be considered an original copy
hereof.
6. Closing. The Closing hereunder shall take place as soon as practicable but
in no event later than sixty (60) days after the date of execution hereof, at
such time and place as the parties mutually agree.
7. Tax-free Exchange. Insofar as possible, the parties agree that the exchange
of shares called for hereunder shall be a tax-free exchange under the tax laws
and the Code, and not an acquisition of assets.
8. Conditions to Closing. The Closing called for hereunder shall be subject
to, among other things:
a. The delivery to EHI at Closing of the ICW share certificates and the
accounting information called for herein, pursuant to generally accepted
accounting principles.
b. The conduct of due diligence of ICW by EHI or its agent, satisfactory
to the management of EHI that the books, records, and assets of ICW are in fact
as have been represented;
c. Resolutions by the boards of directors of EHI and ICW ratifying this
transaction;
d. An opinion of counsel satisfactory to EHI that ICW is a validly
existing corporation, in good standing in its place of domicile, and that all
corporate actions called for hereunder have been duly taken, and that, to such
counsel's knowledge, there are no outstanding or threatened adverse legal
actions, claims, or judgments, or the like, other than may have been duly
disclosed in writing by management of ICW, and that all shares issued and
outstanding in ICW are legally being transferred to EHI, free of any claims or
liens of any kind or nature;
e. Duly notarized affidavits from the Shareholder that it has valid
right, title and interest in and to the shares being transferred, free of any
and all claims or liens thereon.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
"EHI" - EUROTRONICS HOLDINGS INCORPORATED "ICW" - INTERCONNECT WEST, INC.
/s/ James Tilton /s/ Mark A. Tolman
James Tilton, President Mark A. Tolman, President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S
MARCH 31, 1996 QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000734089
<NAME> EUROTRONICS HOLINDINGS INCORPORATED
<MULTIPLIER> 1
<CURRENCY> U. S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 2,285
<SECURITIES> 169,812
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 172,097
<CURRENT-LIABILITIES> 53,573
<BONDS> 0
0
0
<COMMON> 442
<OTHER-SE> 118,082
<TOTAL-LIABILITY-AND-EQUITY> 172,097
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,255
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,255)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,255)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,255)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
