INFORMATION STATEMENT OF
EUROTRONICS HOLDINGS INCORPORATED
1095 East 2100 South
Salt Lake City, Utah 84106
I. NOTICE OF ACTIONS TAKEN BY WRITTEN CONSENT OF SHAREHOLDERS
This Information Statement is being furnished on behalf of the board of
directors of Eurotronics Holdings Incorporated, a Utah corporation with
principal offices at 1095 East 2100 South, Salt Lake City, Utah 84106 (the
"Company"). The Company's telephone number is 801-487-0888. This Information
Statement is being provided to inform all nonconsenting shareholders of the
corporate actions that were approved by the holders of a majority of the
Company's capital stock.
On July 30, 1996, holders of 2,996,824 of the Company's 4,420,336
then-outstanding shares of common stock, par value $0.0001 ("Common Stock"),
gave written consent to several corporate actions. Pursuant to ss.16-10a-704 of
the Utah Revised Business Corporation Act, this written consent was obtained in
lieu of a shareholders meeting. The actions taken by means of the written
consent consisted of the following:
(a) The shareholders approved an Agreement for the Exchange of Stock
entered by and among the Company, InterConnect West, Inc., a Utah
corporation ("InterConnect"), and the sole shareholder of
InterConnect, Mark Tolman, whereby the Company will acquire
InterConnect as a wholly-owned subsidiary in exchange for the
Company's issuance of 194,936,834 shares of its Common Stock. The
Agreement was executed on July 16, 1996 and was made effective July
30, 1996. The shares to be issued pursuant to the Agreement shall be
issued prior to a reverse stock split also approved by the
shareholders and described more fully below.
(b) The shareholders authorized the Company to amend its Articles of
Incorporation by changing the Company's name to "Access Market Square,
Inc."
(c) The shareholders approved a 1-for-10 reverse stock split of the
Company's issued and outstanding Common Stock. This reverse split will
reduce the number of issued and outstanding shares to one-tenth the
number before the split, but the number of authorized shares of Common
Stock will remain unchanged.
(d) The shareholders approved, adopted and ratified the appointments of
Mark Tolman, Michael Brodsky and Pat Gallegos as members of the
Company's board of directors.
For more information on each of the actions approved by the shareholders, see
"Actions Taken Pursuant to the Written Consent" below.
These actions were approved by holders of a majority of the Common Stock
outstanding on July 30, 1996 and their written consent shall be effective once
proper notice of these actions has been delivered to all nonconsenting
shareholders. The Company is sending this Information Statement to all
shareholders of record as of December 26, 1996 ("Record Shareholders") and we
will begin mailing these materials on December 30, 1996. The effective date for
these corporate actions will be January 20, 1997. WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
II. ACTIONS TAKEN PURSUANT TO THE WRITTEN CONSENT
A. Approval of Acquisition of InterConnect West
On July 16, 1996, the Company executed an Agreement of Exchange of Stock
(the "Agreement") with InterConnect and InterConnect's sole shareholder, Mark
Tolman. The Agreement was made effective July 30, 1996. Pursuant to the
Agreement, the Company will acquire 100% of InterConnect's outstanding capital
stock, making InterConnect its wholly-owned subsidiary. The acquisition was
structured as a tax-free exchange of stock under the Internal Revenue Code of
1986, as amended.
InterConnect is the developer of Access Market Square, an electronic
shopping mall on the World Wide Web. InterConnect designs web pages, known as
storefronts, for businesses interested in advertising and marketing their
products and services via the Internet. Through Access Market Square, Internet
users can browse through a business entity's catalog and place orders
electronically. Hundreds of businesses currently have storefronts in Access
Market Square and those storefronts are visited over 60,000 times daily. The
median cost for a storefront on Access Market Square is approximately $2,500 per
year. InterConnect's principal offices are located at 1095 East 2100 South, Salt
Lake City, Utah 84106. InterConnect's telephone number is 801-487-0888.
In exchange for the acquisition of InterConnect, the Company agreed to
issue shares of Common Stock to James Tilton, Canton Financial Services
Corporation, a Nevada corporation ("CFSC"), and Mark Tolman. Mr. Tilton, the
Company's former president and director, will receive a quantity of Common Stock
equaling 10% of the issued and outstanding Common Stock on the date the
Agreement was executed. Based on the 4,420,336 shares of Common Stock
outstanding on July 16, 1996, Mr. Tilton will receive 442,034 shares of Common
Stock. The shares to be issued to Mr. Tilton under the Agreement are
consideration for services rendered by Mr. Tilton in the negotiation of the
Agreement. The resale of these shares is restricted pursuant to Rule 144 ("Rule
144") under the Securities Act of 1933 (the "Act").
CFSC, who has served as a financial consultant to the Company since April
1995, will be issued shares of Common Stock as a finder's fee for introducing
the Company to InterConnect and for financial services CFSC rendered to the
Company in connection with the Agreement. CFSC will receive a quantity of shares
equaling 7.5% of the total outstanding Common Stock after the Agreement is
effective, which will equal 19,449,480 shares of Common Stock. All such shares
will be issued pursuant to ss.4(2) of the Act and restricted as to resale under
Rule 144. According to the Agreement, CFSC shall also receive a future payment
of $100,000 payable at the Company's option in either cash or Common Stock.
Finally, the Company will issue to Mark Tolman a quantity of shares
equaling 90% of its total issued and outstanding Common Stock after the
Agreement is effective. Mr. Tolman, the sole shareholder of InterConnect, shall
receive these shares as consideration for his transfer of 100% of InterConnect's
capital stock to the Company. Tolman will receive 175,045,320 shares of Common
Stock, all of which shall be restricted pursuant to Rule 144.
On July 16, 1996, the day the Company signed the Agreement, it also
released a public announcement of the Agreement's consummation and its key
terms. The high and low sale prices of the Company's Common Stock on the day
preceding this announcement, as quoted on the Over-the-Counter Bulletin Board
under the symbol "EUHI," were $0.63 and $0.13 respectively.
There were 4,420,336 shares of Common Stock issued and outstanding on the
date of the Agreement. The Company will issue an additional aggregate amount of
194,936,834 shares under the Agreement with InterConnect, such shares to be
issued on or after January 20, 1997. Thus, the ownership interest of the
Company's current shareholders will be reduced to 2.5% of the total outstanding
Common Stock as a result of this acquisition.
On July 30, 1996, a majority of the Company's shareholders consented to,
approved and ratified the Agreement with InterConnect and Mr. Tolman pursuant to
a written consent executed in lieu of a shareholders meeting. Of the 4,420,336
shares issued and outstanding on that date, shareholders owning 2,996,824
shares, or 67% of the outstanding Common Stock, voted to approve this
acquisition. There are no state regulatory requirements that must be complied
with prior to the transaction becoming effective. Accordingly, the acquisition
of InterConnect has been effected under state law and shall be effective under
federal law when this Information Statement has been properly disseminated to
all Record Shareholders who have not already approved the transaction. The
Common Stock to be issued pursuant to the Agreement shall be issued once the
Agreement is effective.
B. Approval of Amendment to Company's Articles of Incorporation Effecting Name
Change
The Company does not have any current operations of its own. However,
through its new subsidiary InterConnect, the Company will focus its operations
on Internet-related marketing services. For more information on these operations
see "Section VII - Management's Discussion and Analysis." The Company's board of
directors has recommended that the Company change its name from Eurotronics
Holdings Incorporated to Access Market Square, Inc. to reflect the Company's
indirect ownership of Access Market Square, an existing electronic shopping
mall. The change will allow the Company to capitalize on the name recognition
associated with Access Market Square.
On July 30, 1996, a majority of the Company's shareholders consented to an
amendment to the Company's Articles of Incorporation changing the Company's name
to Access Market Square, Inc. Of the 4,420,336 shares issued and outstanding on
that date, shareholders owning 2,996,824 shares, or 67% of the outstanding
Common Stock, voted to approve this name change. This name change will be
effective January 20, 1997.
C. Approval of 1-for-10 Reverse Stock Split
By unanimous resolution effective July 30, the Company's board of directors
recommended that the Company effect a 1-for-10 reverse stock split of the
Company's issued and outstanding Common Stock. On the same day, 2,996,824 of the
4,420,336 shares of issued and outstanding Common Stock voted to approve the
reverse stock split. The reverse split will be effective on January 20, 1997. No
tax consequences shall result from the reverse split.
The reverse split will decrease the number of issued and outstanding shares
of Common Stock to ten percent (10%) of its level prior to the reverse split.
For every 10 shares of Common Stock now owned, the Company's shareholders shall
receive one share of post-reverse Common Stock. All fractional shares that
result from the reverse split shall be rounded up to one whole share. The number
of shares which the Company is authorized to issue (200,000,000) shall not
change as a result of the reverse split. Therefore, the number of shares of
Common Stock that remain authorized but unissued after the reverse split shall
increase to 180,064,283 from the 642,830 shares that will be authorized but
unissued prior to the reverse split.
The restricted shares that are to be issued to James Tilton, Canton
Financial Services Corporation and Mark Tolman under the InterConnect West
Agreement shall be issued prior to the reverse stock split. Accordingly, the
shares that each is entitled to receive shall be reduced to 10% of the figures
which appear in Subsection A above.
The board of directors recommended the reverse stock split because they
believed that the number of issued and outstanding shares of Common Stock was
disproportionately large compared to the Company's revenue, net income and net
worth. Moreover, after the InterConnect acquisition becomes effective, nearly
all of the authorized shares of Common Stock will be issued and outstanding. As
approved by the shareholders, the reverse stock split will increase the
authorized number of shares of Common Stock which the Company has available to
issue. The reverse split will allow the Company to issue Common Stock to make
further acquisitions or to expand operations. Such future issuances of stock
would dilute the ownership interest of the Company's current shareholders.
D. Shareholder Ratification of Officers and Directors
The Company underwent a change of control as a result of the July 16, 1996
Agreement executed by the Company, InterConnect, and Mark Tolman. On July 17,
1996, the Company's board of directors appointed Mark Tolman as a director of
the Company, Pat Gallegos as the Company's vice president and director, and
Michael Brodsky as the Company's secretary-treasurer and director. James Tilton,
who was the Company's only officer and director prior to these appointments,
then resigned from his positions as president and director. Mr. Tilton resigned
for personal reasons without any disagreements with the Company or its
management. Upon the resignation of Mr. Tilton, the remaining directors
appointed Mark Tolman as the Company's president. The appointment of Mr. Tolman
was based on his familiarity with InterConnect's operations and the controlling
interest in the Company he will receive when the agreement with InterConnect
becomes effective.
On July 30, 1996, a majority of the Company's shareholders ratified the
appointments of Mark Tolman, Pat Gallegos and Michael Brodsky to their
respective positions as officers and directors. Of the 4,420,336 shares issued
and outstanding on that date, shareholders owning 2,996,824 shares, or 67% of
the outstanding Common Stock, voted to ratify these appointments. These
appointments are already effective and shall continue until the next annual
meeting of shareholders or until the resignation or proper removal of these
individuals as officers and directors of the Company.
III. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
Name Age Position(s) and Office(s)
Mark Tolman 44 President and Director
Pat Gallegos 50 Vice President and Director
Michael Brodsky 49 Secretary-Treasurer and Director
Mark Tolman was appointed as the Company's president and director on July
17, 1996. Mr. Tolman founded InterConnect in early 1994, and currently serves as
its president, chief executive officer and chairman of the board. Prior to his
affiliation with InterConnect, Mr. Tolman was the manager of management
information systems for Evans and Sutherland Computer Corporation. Mr. Tolman
spent 14 years with Evans and Sutherland.
Pat Gallegos was appointed as the Company's vice president and director on
July 17, 1996. In addition to his affiliation with the Company, Mr. Gallegos
works as the director of human resources for Evans and Sutherland Computer
Corporation. Mr. Gallegos has served in this latter capacity for approximately
20 years.
Michael Brodsky was appointed as the Company's secretary-treasurer and
director on July 17, 1996. From 1983 to 1994, Mr. Brodsky was a consultant for
Ryland Homes. In 1994, Mr. Brodsky founded the Hamlet Companies, a collection of
residential development firms that specialize in home building and environmental
planning. In addition to his capacity with the Company, Mr. Brodsky serves as
chief executive officer of the Hamlet Companies.
IV. COMPENSATION TABLE
The Company has not established any compensation structure for its
executive officers or directors. Nor have any stock options or stock
appreciation rights ("SARs") regarding the Company's Common Stock ever been
granted to or exercised by any employee of the Company. The compensation below
discloses the number and value of restricted shares of Common Stock that will be
issued to James Tilton as a result of services rendered by Mr. Tilton under the
Agreement with InterConnect.
Number of
Restricted Shares of
Name and Position Dollar Value Common Stock to be Issued
James Tilton, Former President and CEO 183,444* 442,034
____________________________________
* The dollar value appearing above was determined by taking the number of
restricted shares received by Mr. Tilton pursuant to the Agreement and
multiplying them by the closing price of the Company's Common Stock on the date
of the Agreement. The closing price for the Company's Common Stock on July 16,
1996 was $0.415. There is, however, no market for restricted shares of the
Company's Common Stock and the numbers above therefore may not reflect the
actual value of the shares received by Mr. Tilton.
V. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership
of Common Stock as of December 13, 1996. The table discloses each entity known
to the Company to be the beneficial owner of more than 5 percent of the issued
and outstanding Common Stock and the stock holdings of all the Company's
directors and officers. Currently, Michael Brodsky is the only officer or
director who owns any Common Stock. However, as disclosed above, Mark Tolman
will be issued 175,045,320 pre-reverse shares of Common Stock (approximately 90%
of the total shares then to be issued and outstanding) when the Agreement with
InterConnect becomes effective on January 20, 1997. None of the other officers
or directors will receive any Common Stock as a result of the Agreement.
Additionally, Canton Financial Services Corporation will receive 19,449,480
shares of Common Stock (approximately 7.5% of the total shares issued and
outstanding) as a finder's fee, once the Agreement is effective.
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of class
Common Stock Michael Brodsky 100,000* 2.2%
1095 East 2100 South
Salt Lake City, Utah 84106
Common Stock A-Z Professional Consultants, Inc. 824,129 18.2%
268 West 400 South, Suite 300
Salt Lake City, UT 84101
Common Stock BRIA Communications Corporation 566,038 12.5%
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Stock CEA Labs, Inc. 677,149 15%
400 North Woodlawn, Suite 18
Wichita, Kansas 67208
Common Stock Tianrong Building Material
Holdings Ltd. 677,149 15%
82-66 Austin Street
Kew Gardens, NY 11415
Common Stock Richard Surber 418,600 9.3%
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
_________________________________
* These shares were issued to Mr. Brodsky as full payment of a $30,000 working
capital loan Mr. Brodsky previously made to InterConnect. At the time that the
loan was made, Mr. Brodsky was not a director or officer of either the Company
or InterConnect.
VI. BUSINESS OF ISSUER
The Company was originally incorporated on July 7, 1982 as Hamilton
Exploration Co., Inc. to engage in the investigation, acquisition, exploration,
development and mining of mineral properties. These activities were pursued by
the Company until December 1989 at which time the Company ceased all active
operations. From December 1989 to December 1995 the Company did not engage in
operations of any type. In December 1995, the Company executed an Agreement and
Plan of Exchange (the "Exchange Agreement") with Eurotronics International
Incorporated, a Nevada corporation ("EII"). Pursuant to the Exchange Agreement,
the Company acquired EII as a wholly-owned subsidiary. Through EII, the Company
was to design computer software systems. Pursuant to this acquisition, the
Company assumed its current name, Eurotronics Holdings Incorporated.
On May 8, 1996, the Company, EII and the shareholders of EII executed a
Rescission of Agreement and Release of All Claims (the "Rescission Agreement").
The Rescission Agreement was made effective as of December 20, 1996, thereby
unwinding the acquisition of EII from the beginning. Under the Rescission
Agreement, the Company returned all shares of stock in EII that it had acquired
from EII's shareholders. The shareholders of EII were required to return all
shares of the Company's Common Stock that they had acquired pursuant to the
Exchange Agreement. Both the Company and EII also mutually agreed to release the
other from any and all claims they may have had against the other stemming from
the Exchange Agreement. The decision to rescind the Exchange Agreement was
reached because EII had not been able to obtain audited financial statements as
required by the Exchange Agreement and neither the Company nor EII had the
financial resources to continue to wait for these documents.
From May 8, 1996 to July 17, 1996, the Company resumed its status as a
public shell corporation available for merger, acquisition or takeover. As
discussed in "Section II - Actions Taken Pursuant to Written Consent," the
Company acquired all shares of InterConnect pursuant to the July 16, 1996
Agreement. The Company does not currently have any operations of its own.
However, through InterConnect, the Company operates an electronic shopping mall
on the World Wide Web. Known as Access Market Square, InterConnect's electronic
mall allows businesses to promote and sell their products over the Internet.
InterConnect designs and programs individual web pages, known as storefronts,
for its clients. A storefront is the equivalent of an electronic catalog,
containing information and advertising related to the vendor's products. Access
Market Square's web address is http://www.icw.com.
InterConnect currently employs five individuals, including two programmers
and a sales representative. InterConnect's sales representative seeks out
potential clients for its storefronts through a combination of cold calls and
leads generated through general advertising. Once a client is retained,
InterConnect's programmers design a storefront based on the client's
specifications. Currently, most of InterConnect's customers are located in the
Rocky Mountain region. However, the Company is attempting to implement a
marketing plan which will greatly increase the size and geographic scope of
InterConnect's operations. See "Section VII - Management's Discussion and
Analysis." InterConnect also intends to increase the size of its current
professional staff as its client base expands.
The market for Internet mall service providers is very competitive.
InterConnect's competitors are comprised mostly of small firms who offer
services and prices similar to those of InterConnect. However, several large and
well established companies, such as IBM and Microsoft, have begun to enter this
market. InterConnect competes in this industry based on its status, reputation
and longevity. Access Market Square is one of the oldest Internet malls in
existence, and in the Company's opinion is relatively well-known. Accordingly,
it experiences a large amount of traffic from Internet users. InterConnect is
able to market this exposure opportunity to potential clients.
Neither the Company nor InterConnect currently owns any real property, and
neither has any plans to acquire any real property.
VII. MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company conducts all of its operations through InterConnect and has no
other operations. An understanding of the Company's financial condition is
therefore not possible without reference to the operations and financial
condition of InterConnect. Accordingly, even though the Agreement with
InterConnect is not yet effective for purposes of the Securities Exchange Act of
1934, the following discussion treats InterConnect as a consolidated subsidiary.
The Company's present focus is to increase InterConnect's revenues by
expanding InterConnect's operations. Pursuant to this objective, the Company is
attempting to implement an aggressive marketing plan. Beginning in late 1996,
InterConnect intends to hire two sales professionals to augment its current
staff of five. If hired, these employees will be responsible for making sales
calls to targeted businesses. They will also receive incoming sales calls from
leads generated by Access Market Square's printed and online advertising. The
Company also intends to hire a marketing professional to work with pricing,
advertising, product definition and other key marketing tenets.
To complement its current and anticipated future telemarketing, the Company
intends to employ a direct mailing campaign. This will consist of postage cards
to be disseminated to approximately 20,000 individuals per month. This
advertising will be targeted to individuals who seek programming and graphic art
work in connection with the development of a personal web page. The goal of this
direct mail marketing plan is to generate leads for the sale of Access Market
Square storefronts. The Company is also planning to conduct a series of seminars
to be held throughout North America during the next fiscal year. The goal of the
seminars is two-fold. First, the Company will conduct face to face marketing of
its storefronts to business entities suitable to market products and services
via Access Market Square. Second, the Company will market business opportunities
to individuals interested in selling Access Market Square storefronts on behalf
of InterConnect. InterConnect has been involved in these seminars in the past
and found them very lucrative.
The Company hopes to implement this marketing plan as a means of increasing
InterConnect'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 InterConnect incurred during the
1995 fiscal year, and will therefore put increased strain on InterConnect's
liquidity. However, the Company believes that such expenditures will result in
revenues for InterConnect 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. These estimates are based on a
business plan formulated by the Company's management. 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 InterConnect's revenues
will be sufficient to cover its marketing costs or that other means of raising
capital will be available to InterConnect.
The Company anticipates spending an additional $50,000 on computer
equipment and Internet connection fees to improve its current facilities. The
Company believes that these capital expenditures are necessary for InterConnect
to maintain its current service level in light of anticipated increases in the
scope of InterConnect's operations. Management believes that the cash needed for
this equipment can also be generated through InterConnect's revenues or through
an offering of the Company's securities.
Results of Operations
The results of operations set forth below compare the consolidated
financial results of the Company and InterConnect with the financial results of
InterConnect for the preceding fiscal year.
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. This is primarily
attributable to a one-time expense of $100,000 related to the Company's
acquisition of InterConnect which is payable in Common Stock, but for which no
Common Stock has yet been issued.
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 $126,518 at the end of December
1995, as compared to a deficit of $126,518 as of September 30, 1996. This
decrease is primarily due to the acquisition of InterConnect.
VII. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock began trading on the OTC Bulletin Board on
November 15, 1995 under the symbol "HMLD." In December 1995, the symbol changed
to EUHI to reflect the change in the Company's name. The table set forth below
lists the range of high and low bids of the Company's Common Stock as reported
by NASDAQ for each quarter subsequent to the time trading commenced on November
15, 1995 through the end of the second quarter of 1996. The prices in the table
reflect inter-dealer prices, without retail markup, markdown or commission and
may not represent actual transactions.
Calendar Year Quarter High Low
1995 Fourth (partial period) .4375 .25
1996 First .75 .25
Second .75 .13
Third 1.31 .13
Fourth 1.31 .28
As of December 13, 1996, there were approximately 571 holders of record of
the Company's Common Stock.
Dividends
The Company has not declared any dividends on its Common Stock during the
last two fiscal years. There are no restrictions that limit the Company's
ability to pay dividends, other than those generally imposed by applicable state
law. The future payment of dividends, if any, on the Common Stock is within the
discretion of the board of directors and will depend on the Company's earnings,
capital requirements, financial condition, and other relevant factors. The
Company does not anticipate the payment of future dividends.
VIII. LEGAL PROCEEDINGS
The Company is not currently a party to any pending legal proceedings.
By order of the board of directors,
/s/ Mark A. Tolman
-------------------------
Mark A. Tolman, President
Salt Lake City, Utah
December 23, 1996
INDEX TO EXHIBITS
Exhibit Letter Description Page Number
A Eurotronics Holdings Incorporated audited A-1
financial statements for fiscal year ended
December 31, 1995.
B InterConnect West, Inc. audited financial B-1
statements for fiscal year ended December 31,
1995.
C Eurotronics Holdings Incorporated unaudited C-1
financial statements for fiscal quarter ended
September 30, 1996.
D InterConnect West, Inc. unaudited financial **
statements for fiscal quarter ended September 30,
1996
** The acquisition of InterConnect was accounted for as a reverse merger because
the shareholders of InterConnect obtained control of the acquiring Eurotronics
Holdings. Eurotronics Holdings, therefore, prepared financial statements which
exactly reflect the operations of its subsidiary InterConnect. Since the
quarterly financial statements of the two companies are identical, the Company
has included this information only once.