SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB/A-2



(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.)


           470 East 3900 South, Suite 205, Salt Lake City, Utah 84107
                    (Address of Principal Executive Offices)


                                 (801) 281-0888
                (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 March 31, 1996 was 4,520,336.
                                                             Total Pages:   8
                                                   Exhibit Index on Page:   8
<PAGE>
                                TABLE OF CONTENTS


                                     PART I


ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION........................................3

                                     PART II
ITEM 5.  OTHER INFORMATION.....................................................5

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.................................5

              SIGNATURES.......................................................6

              INDEX TO EXHIBITS................................................7
<PAGE>
                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


     Unless  otherwise  indicated,  the term  "Company"  refers  to  Eurotronics
Holdings Incorporated and its subsidiaries and predecessors.  Unaudited, interim
financial  statements including a balance sheet for the Company as of the fiscal
quarter ended  September 30, 1996 and statements of operations and statements of
cash flows for the interim  period up to the date of such balance  sheet and the
comparable  period of the preceding fiscal year are attached hereto as Pages F-1
through F-8 and incorporated herein by this reference.


                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<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

Notes to Financial Statements................................................F-5
<PAGE>
<TABLE>
<CAPTION>
                           EUROTRONICS HOLDINGS, INC.
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., Inc.
                                  Balance Sheet
              September 30, 1996 (Unaudited) and December 31, 1995

                                                      September 30   December 31
                                                           1996          1995
                                                        ----------- -----------
ASSETS
Current Assets
<S>                                                    <C>              <C>     
   Cash ......................................         $      0         $  6,056

Total Current Assets .........................                0            6,056
Other Assets
   Investment - securities ...................                0          169,812

TOTAL ASSETS .................................         $      0         $175,868
                                                       ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Accrued expenses ...........................        $   1,842      $  52,089

Total Current Liabilites ......................            1,842         52,089
                                                       ---------       --------
Shareholders' Equity
  Common stock par value $.0001; 200,000,000
    shares authorized; 4,420,336 and 4,420,336
    shares issued .............................               442          442
   Additional paid-in capital .................           884,734      884,734
   Deficit accumulated during development stage          (887,018)    (761,397)
                                                         ---------    --------
Total Shareholders' Equity ....................           (1,842)      123,779
                                                         ---------     --------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY ..........................       $       0    $   175, 868
                                                          =========    ========
                       See notes to financial statements.
                                      F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     EUROTRONICS HOLDINGS, INC.
                                                    (A Development Stage Company)
                                               Formerly Hamilton Exploration Co., Inc.
                                                      STATEMENTS OF OPERATIONS
                          For The Three Months Ended September 30, 1996 and September 30, 1995 (Unaudited)
                           For The Nine Months Ended September 30, 1996 and September 30, 1995 (Unaudited)
                                    Period From Date of Inception (January 7, 1982) Through September 30, 1996 (Unaudited)

                                                                                                                         Inception
                                                              Three           Three          Nine           Nine          Through
                                                              Months          Months         Months         Months     September 30,
                                                               1996           1995            1995           1995            1996
                                                           ----------      -----------     --------    -----------        ----------
Revenue:
<S>                                                         <C>            <C>            <C>            <C>            <C>        
     Debt settlement ....................................   $      --      $      --      $      --      $     2,610    $     2,610
     Interest Income ....................................          --             --             --             --           61,208
                                                          -----------      -----------    -----------    -----------    -----------
                                                                                                               2,610         63,818
Expenses:
     Investigation, evaluation and exploration of
         prospective mineral properties .................          --             --             --             --          424,416
     General and administrative .........................        89,718         53,389         97,320         87,557        433,484
     Amortization and depreciation ......................          --             --             --             --            1,000
     Loss on investment securities ......................        28,301           --           28,301           --           28,301
                                                            -----------      -----------  -----------    -----------    -----------
                                                                118,019         53,389        125,621         87,557        887,201
                                                            -----------      -----------  -----------    -----------    -----------
Income (Loss) before income taxes .......................      (118,019)       (53,389)      (125,621)       (84,947)      (887,201)
     Income taxes .......................................          --             --             --             --              183
                                                            -----------      -----------  -----------    -----------    -----------
NET INCOME (LOSS) .......................................   $  (118,019)   $   (53,389)   $  (125,621)   $   (84,947)      (887,018)
                                                            ============   ============   ============   ===========    ===========

NET INCOME (LOSS) PER COMMON SHARE ......................   $    (0.03)    $     (0.26)   $     (0.03)    $   (0.41)
                                                            ===========    ===========    ===========    ===========
 average number of shares outstanding ...................     4,420,336        206,752      4,420,336        206,752
                                                            ===========    ===========    ===========    ===========

                                                 See notes to financial statements.

                                                                F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     EUROTRONICS HOLDINGS, INC.
                                                    (A Development Stage Company)
                                               Formerly Hamilton Exploration Co., Inc.
                                                  STATEMENTS OF STOCKHOLDER' EQUITY
                       Period From Date of Inception ( January 7, 1982) Through September 30, 1996 (Unaudited)

                                                                                    Additional
                                                              Common Stock          Common Stock          Paid-In        Accumulated
                                                                 Shares                Amount             Capital          Deficit
Issuance of common stock to incorporators
<S>                                                             <C>               <C>                <C>                <C>      
  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 nine months ended
   September 30, 1996 ..................................              --                 --                 --             (125,621)

Balance September 30, 1996 .............................         4,420,336        $       442        $   884,734        $  (887,018)
                                                                ==========        ===========        ===========        ===========

                                                 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
                               Nine Months Ended September 30, 1996 and September 30, 1995 (Unaudited)
                       Period From Date of Inception ( January 7, 1982) Through September 30, 1996 (Unaudited)


                                                                                             Inception
                                                                  Nine          Nine           Through
                                                                 Months        Months         September 30,
                                                                  1996          1995            1996
                                                               ----------    -----------    ----------

CASH FLOWS FROM OPERATING ACTIVITES:

<S>                                                            <C>           <C>           <C>       
  Net (Loss) ..............................................    $(125,621)    $ (84,947)    $(887,018)

  Adjustments to reconcle net (loss) to net cash
   used by operating activities:

      Increase (decrease) in accrued liabilities ..........      (50,247)       44,074         1,842
      Services paid with common stock .....................         --          23,650       145,992
      Common stock issued for debt ........................         --            --          22,650
      Permanent decline in investments ....................       28,301          --          28,301
      Decrease in assets:
      Investments .........................................      141,511          --         141,511


                                                                --------       --------      --------
Total Adjustments .........................................      119,565        67,724       340,296
                                                                ---------      ---------    ---------

  Net cash (used) by operating activities .................       (6,056)      (17,223)     (546,722)
                                                                ---------      ----------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Capital contributions by incorporators ..................         --            --          55,000
  Proceeds from public stock offering .....................         --            --         383,473
  Issuance of common stock for cash .......................         --          17,250       108,249
                                                                 ----------    ---------     --------
  Net cash provided by financing activities ...............         --          17,250       546,722
                                                                  ---------    ---------    ---------

  Net increase in cash ....................................       (6,056)           27             0

  Cash, beginning .........................................        6,056             0             0
                                                                  ---------    ---------    ---------

  Cash, ending ............................................    $      0        $    27    $        0
                                                                 ==========    =========   =========

                                                 See notes to financial statements.

                                                                F-4

</TABLE>
<PAGE>
                           EUROTRONICS HOLDINGS, INC.
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., 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  statements  contain all  adjustments,  consisting 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:  Debt Settlement

Effective  July 16,  1996,  the  Company  settled  all prior  fees due to Canton
Financial  Services  Corporation  ("CFS")  in  connection  with  its  consulting
agreement by  transferring  the  Companys's  investment  securities to CFS. This
transaction  eliminated all of the Company's liabilites at the time and left the
Company with no assets.

NOTE 3:  Proposed Acquisition of InterConnect West, Inc.

On July 16, 1996,  the Company  executed an Agreement for Exchange of Stock 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.  On February 11, 1997,  the Company  executed an
Amended Agreement for the Exchange of Stock  ("Agreement")  which superceded the
July 16, 1996 agreement between the parties.  Under this Agreement,  the Company
will  acquire  all   outstanding   shares  of  ICW,  making  ICW  the  Company's
wholly-owned subsidiary.  The Agreement is subject to the approval of a majority
of the Company's shareholders and is not yet effective. All references to common
stock  mentioned in this  paragraph  account for a 1 for 2 reverse  stock split,
which is to be effected by Eurotronics at or before closing of theAgreement.

Under the  Agreement  the common stock of ICW (1,000  shares with a par value of
$1.00) will be transferred  to the Company and the Company will issue  2,300,000
shares of its common stock to Mark Tolman. In addition, 316,620 shares of common
stock will be issued to CFS for services  rendered to the Company in  connection
with the Agreement. CFS is also due a payment of $100,000 cash payment within 90
days of the execution of the Agreement. Also, 15,000 shares of common stock will
be issued to James  Titlon,  the  Company's  former  president  and director for
services rendered in the negotiation of the Agreement.

NOTE 4:  Pro forma Statements

For financial  accounting purposes the proposed  acquisition of ICW (see note 3)
will be treated as a reverse  acquisition  and ICW will be treated as  acquiring
the  Company.  Pro forma  statements  presented  herein 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  pro  forma
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.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                        Pro Forma Combined Balance Sheet
                    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
                                                         ---------    ---------
      Total Current Liabilities ......................     128,916       30,735

Long Term Debt .......................................      30,000       25,716

                                                         ---------    ---------
TOTAL LIABILITIES ....................................     158,916       56,451

STOCKHOLDERS' EQUITY:
      Common stock, $.0001 par value;
      Authorized, 200,000,000 shares;
      Issued, 4,841,788 shares at September 30, 1996 .         484        1,000
      Additional paid-in capital .....................       7,401        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>
                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                             Pro Forma Combined Statement 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 ..........................................          4,841,788           4,841,788          4,841,788           4,841,788
                                                              ===========         ===========        ===========         ===========

                                                                F-7
</TABLE>
<PAGE>

NOTE 6:  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-8
<PAGE>


ITEM 2.       MANAGEMENT'S PLAN OF OPERATION



     On July 16, 1996,  the Company  executed an  Agreement  for the Exchange of
Stock with InterConnect and  InterConnect's  sole shareholder,  Mark Tolman. The
Agreement was made  effective  July 30, 1996. On February 11, 1997,  the Company
executed an Amended  Agreement  for the Exchange of Stock which  superseded  the
July 16, 1996  agreement  between the parties  (the  Amended  Agreement  for the
Exchange of Stock shall hereinafter be referred to as the "Agreement"). Pursuant
to the Agreement and subject to shareholder  approval,  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  on 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 470 East 3900 South, Suite
205,  Salt  Lake  City,   Utah  84107.   InterConnect's   telephone   number  is
801-281-0888.

     In exchange  for the  proposed  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 15,000 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 served as a financial  consultant to the Company from April 1995
to March  1997,  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  316,620
shares of Common  Stock.  The Company is  obligated to register all shares to be
issued to CFSC pursuant to an appropriate  registration statement under the Act.
The  316,620  shares of Common  Stock are to be issued as  follows:  (1)  79,155
shares  shall be  issued as soon  after the  execution  of the  Agreement  as is
practicable;  (2) 79,155  shares shall be issued within 90 days of the execution
of the  Agreement;  (3)  79,155  shares  shall be issued  within 180 days of the
execution of the  Agreement;  and (4) 79,155  shares shall be issued  within 270
days of the execution of the Agreement.  CFSC shall also receive a $100,000 cash
payment within 90 days of the execution of the Agreement.

     Finally, the Company will issue to Mark Tolman 2.3 million shares of Common
Stock,  all of which shall be restricted  pursuant to Rule 144. 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.  After
the  Agreement is effective,  Mr. Tolman will own a controlling  interest in the
Company's outstanding stock. Mr. Tolman was appointed as the Company's president
and  director  in  connection   with  the  Company's   pending   acquisition  of
InterConnect.
<PAGE>
     The  Agreement  is subject to the  approval of a majority of the  Company's
shareholders  and is not yet effective.  The Company will hold an annual meeting
of  shareholders  at which the  Agreement  will be  discussed  and  submitted to
shareholder  ballot.  The Company is  planning to hold the meeting  after it has
sent a definitive  information  statement to all of its shareholders pursuant to
Regulation 14C of the Securities Exchange Act. If the Agreement is approved, the
Company will conduct all of its operations through InterConnect. The Company has
no other operations, and has not recorded any revenue from operations during the
last two fiscal years. 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,  the  following  paragraphs  will treat the
Agreement as if it were  effective for purposes of discussing the Company's plan
of operation.

     Assuming the Company's  shareholders  approve the Agreement,  the Company's
focus will be to increase  InterConnect's  revenues by expanding  InterConnect's
operations. Pursuant to this objective, the Company will attempt to implement an
aggressive marketing plan.  Beginning in 1997,  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 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  recorded on its most
recent audited financial statements,  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 its  previous
revenues.  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. 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.

     If the Agreement is approved by a majority of the  Company's  shareholders,
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.
<PAGE>
     If the Agreement is not ultimately approved, the Company will likely resume
its quest for a suitable merger or acquisition candidate. Since the Company does
not have any current sources of revenue,  it is likely that any future merger or
acquisition  would involve the Company  issuing shares of its Common Stock.  The
Company  will  also  need  to  raise   additional  funds  to  satisfy  its  cash
requirements if the Agreement is not approved.

ITEM 5.  OTHER INFORMATION


     On February 11, 1997, the Company's  board of directors  voted to recommend
to its shareholders that the Company effect a 1-for-2 reverse stock split of the
Company's issued and outstanding Common Stock. The board recommended the reverse
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.  The  reverse  stock  split has not been  approved  by the
Company's shareholders but will be voted upon at a meeting of shareholders.  The
Company  intends  to  hold  this  shareholders'   meeting  upon  completing  the
dissemination of a definitive information statement to its shareholders pursuant
to Regulation 14C of the Securities Exchange Act of 1934.
The Company will send a notice of annual  meeting to its  shareholders  when the
date of the meeting is known.

                                     PART II


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 6 of this
          Form 10-QSB, which is incorporated herein by reference.

     (b)  Reports on Form 8-K.  The Company did not file any reports on Form 8-K
          during the fiscal quarter ended September 30, 1996.
<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 7TH day of April 1997.

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          April 7, 1997
--------------------
  Mark Tolman



/s/ Frank Muehlmann             Secretary-Treasurer             April 7, 1997
-------------------
  Frank Muehlmann
<PAGE>

                                INDEX TO EXHIBITS


EXHIBIT   PAGE
NO.       NO.     DESCRIPTION OF EXHIBIT


10(a)      *      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.)

10(b)     13      Amended  Agreement of Exchange of Stock signed on February 11,
                  1997 by and between the Company and  InterConnect  West, Inc.,
                  Mark  Tolman,  James  Tilton  and  Canton  Financial  Services
                  Corporation

28(a)    F-1      Audited Financial  Statements for InterConnect  West, Inc. for
                  fiscal year end December 31, 1995

28(b)    11       Response  to  January 9, 1997,  Comment  Letter  issued by the
                  Securities and Exchange Commission


* These exhibits appear in the manually signed original copies of the respective
filings made by the Company with the Commission as indicated.