SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

     [X] Annual report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 (Fee required) for the fiscal year ended December 31, 1996.

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 (No fee required) for the transition period from to

     Commission file 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.)

             1130 John Anderson Drive - Ormond Beach, Florida 32176
                    (Address of Principal Executive Offices)

                                 (904) 441-1031
                (Issuer's Telephone Number, Including Area Code)

     Securities registered under Section 12(g) of the Exchange Act: Common Stock
$0.0001 Par Value

     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 X

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B not contained in this form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The issuer's total revenues for the year ended December 31, 1996, were $0.

     The  aggregate  market  value of the voting  stock  held by  non-affiliates
computed by reference  to the average bid and asked prices of such stock,  as of
August 26, 1997, was $150,045.

     The number of shares  outstanding of the issuer's  common stock,  par value
$0.0001, as of August 26, 1997 was 3,943,187.
<PAGE>
                                TABLE OF CONTENTS


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS ...........................................   3

ITEM 2.  DESCRIPTION OF PROPERTY ...........................................   4

ITEM 3.  LEGAL PROCEEDINGS .................................................   4

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


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ..........   5

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .........   6

ITEM 7.  FINANCIAL STATEMENTS ..............................................   6

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE ............................   7


                                    PART III

ITEM  9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ................    7

ITEM 10. EXECUTIVE COMPENSATION ...........................................    8

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...    8

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ...................    9

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K ................................    9

     SIGNATURES ...........................................................   10

     INDEX TO EXHIBITS ....................................................   11
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

     As  used  herein  the  term  "Company"   refers  to  Eurotronics   Holdings
Incorporated,  a Utah  corporation,  and its  predecessors  unless  the  context
indicates  otherwise.  The Company was  incorporated  in Utah on July 7, 1982 as
Hamilton  Exploration  Co., Inc., to engage in the  investigation,  acquisition,
exploration,  development  and mining of  mineral  properties,  with  particular
emphasis on gold and other precious  metals.  Such  activities were pursued from
incorporation  until  December 1989 when the Company  ceased active  operations.
Between  1989 and April 1995,  the Company did not engage in  operations  of any
type. In early 1995, the Company began exploring  opportunities to merge with or
acquire other viable business entities.

     The  present  name  of  the  Company  was  adopted  in  conjunction  with a
subsequently  rescinded December 20, 1995 merger with Eurotronics  International
Incorporated,  a Nevada corporation  ("EII"). The merger provided that EII would
become a wholly-owned subsidiary of the Company. The only asset of EII consisted
of a subsidiary,  Eurotronics Information Technology NV. Eurotronics Information
Technology NV is a computer  information  company that  specializes  in computer
software systems in Belgium.  The Company intended that Eurotronics  Information
Technology NV would continue its business as it had been  operating,  merge with
other businesses and add additional products.

     On May 8,  1996,  the  Company,  EII  and  EII's  shareholders  executed  a
Rescission of the agreement and a Release of All Claims (the "EII  Rescission").
The EII Rescission was made effective as of the date of the agreement,  December
20, 1995. The decision to rescind the Agreement was reached  because EII had not
been able to obtain  the  necessary  audited  financial  statements  related  to
Eurotronics  Information  Technology  NV and neither the Company nor EII had the
financial  resources to continue to wait for audited  financial  statements from
this entity. For more information on the EII transaction, see the Company's Form
10-KSB for the fiscal year ended December 31, 1995.

     After rescission of the EII transaction, the Company once again focused its
attention toward locating a viable merger or acquisition candidate.  On July 16,
1996, the Company  entered into a tax-free  exchange of stock with  InterConnect
West,  Inc.,  a  Utah  corporation  ("InterConnect")and  Mark  Tolman,  who  was
InterConnect's  sole  shareholder.  This Agreement for the Exchange of Stock was
made  effective  July 30, 1996.  InterConnect  is the developer of Access Market
Square, an electonic shopping mall on the World Wide Web.  InterConnect programs
and designs  linked  Internet web pages which allow  businesses to advertise and
market their products over the Internet.  For more  information on  InterConnect
and its business plan, see the Company's Form 10-QSB for quarter ended September
30, 1996.

     Between  July  1996  and  February  1997,  disputes  arose  concerning  the
consideration which was to be paid to the parties as a result of the acquisition
of  InterConnect.  On February 11, 1997 and in order to resolve these  disputes,
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
"Amended  Agreement").  The Amended Agreement reduced the number of shares which
were to be issued as  consideration  for the  acquisition  of  InterConnect  and
decreased the dilution of shareholder  equity which would have resulted from the
July 16, 1996  agreement.  The  Amended  Agreement  was  subject to  shareholder
approval and the Company filed a preliminary information statement and notice of
shareholders'   meeting  with  the  Securities  Exchange  Commission  to  notify
shareholders of the proposed transaction. However, neither the Amended Agreement
nor the  acquisition of  InterConnect  was ultimately  approved by the Company's
shareholders.

     Between  February and May 1997,  the Company  sought capital to finance the
acquisition  of  InterConnect.  The  Company  had  prepared  to  make a  private
placement of  debentures.  However,  due largely to the delays in effecting  the
acquisition,  the Company was unable to raise any capital  through the  intended
private offering.  The Company sought alternative forms of financing,  but could
not secure  financing on terms which  management  believed were favorable to the
Company.  Accordingly,  the Company believed it had no practical way to generate
the capital necessary to make the acquisition of InterConnect successful.
<PAGE>
     On June 3,  1997,  the  Company  appointed  Mel  Fields  and Paul  Burke as
officers and directors of the Company.  Upon the  appointment  of Mr. Fields and
Mr. Burke,  Mark Tolman,  Fred  Muehlmann  and Nick  Nickerson all resigned from
their respective  positions as officers and directors of the Company. On June 4,
1997, the Company executed a Rescission of Amended Agreement for the Exchange of
Stock and Mutual Release of all Claims (the "InterConnect Rescission").  None of
the shares to be issued as  consideration  for the  acquisition of  InterConnect
were ever issued. Pursuant to the InterConnect rescission,  InterConnect and the
Company  also  released  each other from  substantially  all of the claims  that
either  had  against  the  other  as a  result  of  the  failed  acquisition  of
InterConnect.  The resignations of Tolman, Muehlmann and Nickerson were a result
of the Company's  decision not to further pursue the acquisition of InterConnect
and were not the result of any  disagreements  with the Company,  the  Company's
management or any policies or practices of the Company.

Business of Issuer

     Since the EII Rescission and the InterConnect  Rescission,  the Company has
been a  dormant  public  company  without  any  operations  or any  assets.  The
Company's   current   business  plan  involves  finding  a  suitable  merger  or
acquisition  candidate  who can provide the Company with a basis for  successful
operations.  The  Company's  management  is in the process of  prospecting  for,
interviewing   and  performing  the  necessary  due  diligence  to  structure  a
successful  merger or  acquisition.  Since the Company  does not have any liquid
assets,  the  Company  intends to acquire  business  opportunities  through  the
issuance of its equity securities. This will likely result in future dilution of
the ownership interest enjoyed by the Company's current  shareholders.  However,
there  can be no  assurances  that  the  Company  will be able  to  negotiate  a
corporate  merger or acquisition  or if such a combination is achieved,  that it
will be profitable, worthwhile or sustainable.

     The  Company  is  currently  negotiating  with Sun Fun  Products,  Inc.,  a
manufacturer and distributor of sun tan products based in Daytona Beach, Florida
("Sun Fun"). The Company is attempting to acquire all outstanding  capital stock
of Sun Fun through a subsidiary  of the  Company.  Sun Fun is 100% owned by Paul
Burke, who was appointed as the Company's director on June 3, 1997 and Mr. Burke
has  resigned  from his  positions  as officer  and  director  of the Company to
facilitate  negotiations.  The Company is also  attempting to acquire the 28,500
square foot manufacturing facility in which Sun Fun conducts its operations from
Mr. Burke.  All  negotiations for the acquisition of Sun Fun are preliminary and
no definitive  agreements  have been executed as of the filing date of this Form
10-KSB.

     The Company does not  currently  produce any goods or provide any services.
The  Company  does not have any  employees,  full or  part-time,  aside from its
officers and directors.  (For more information on the Company's management,  see
"Item 9 - Directors, Executive Officers, Promoters and Control Persons").

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company does not own, directly,  indirectly or partially,  any interest
in any warehouses, offices, real estate or other properties.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceeding.

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

     The Company did not submit any  matters  before a vote of its  shareholders
during the fourth quarter of 1996 or subsequent to that date.
<PAGE>
                                     PART II

ITEM 5.  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  of 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 for each quarter subsequent to the time trading commenced
on November  15, 1995 through  June 30,  1997.  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
     1997                First                            1.37           .38
     ----
                         Second                            .81           .10


     As of August 26,  1997,  there  were  approximately  559  holders of record
holding a total of  3,943,187  shares  of  Common  Stock.  The  Company  has not
declared any cash dividends for the last two fiscal years.  The Company does not
anticipate  declaring  any cash  dividends  in the  near  future.  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.

Reverse Stock Split

     On May 22, 1995, the Company's  board of directors and owners of a majority
of the Common Stock  approved a 1:1500  reverse stock split of the Common Stock,
effective  on the same  day.  Prior  to the  Reverse  Stock  Split,  there  were
195,928,572  shares of Common Stock issued and  outstanding,  whereas  after the
Reverse Stock Split 131,079 shares were outstanding. The Company issued one full
share to any person holding  fractional  shares as a result of the Reverse Stock
Split. The number of shares authorized for issuance remained at 200 million. For
more   information  on  the  Company's   board  of  directors  and   controlling
shareholders, see "Item 9 - Directors, Executive Officers, Promoters and Control
Persons."

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION

     The Company has not had revenues from  operations in either of the last two
fiscal years. In July 1996, the Company  executed an agreement to acquire a Utah
company known as  InterConnect  West,  Inc. The Company  executed this agreement
with  the  intention  of   contributing   significant   amounts  of  capital  to
InterConnect and expanding  InterConnect's marketing focus. For more information
on the Company's  business plan with respect to InterConnect,  see the Company's
Form 10-QSB for quarter ended  September 30, 1996.  The Company was relying upon
its  ability  to obtain  outside  financing  to make the  capital  contributions
necessary  to expand  InterConnect's  operations.  Due  largely to delays in the
consummation of the acquisition,  the Company was unable to generate the capital
necessary  to finance the  successful  acquisition  of  InterConnect.  Under the
control of new  management,  the Company  executed an agreement to terminate and
rescind the acquisition of InterConnect on June 4, 1997.
<PAGE>
     In  December  1995,   the  Company   acquired   Eurotronics   International
Incorporated,  a Nevada corporation which owned a computer  information  company
specializing in computer  software systems in Belgium ("EII").  In May 1996, the
acquisition of EII was rescinded because EII could not deliver audited financial
information  required  to be  delivered  by  EII  pursuant  to  the  acquisition
agreement.  Because both the EII and the InterConnect agreements were rescinded,
the Company did not consolidate the financial  statements of either InterConnect
or EII in the years 1995 and 1996.

     Since the acquisition of InterConnect  was rescinded,  the Company has been
searching for a viable  candidate for merger or  acquisition.  The Company lacks
any  significant  cash flow or assets and the  Company's  intent is therefore to
issue shares of its Common Stock as consideration  for any subsequent  merger or
acquisition.  This will  likely  result in  substantial  future  dilution of the
current ownership interest of the Company's shareholders. If the Company effects
a future  merger or  acquisition,  it will need  financing  to satisfy  the cash
requirements of its  merger/acquisition  partner. The nature and extent of these
requirements  will  depend upon the kind of  business  acquired by the  Company.
Given the Company's limited cash flow and history of operating losses,  there is
a  substantial  risk  that the  Company  will not be able to raise  the  capital
necessary to make a subsequent  merger or  acquisition  successful.  The Company
intends to raise capital primarily through private offerings of its Common Stock
and can  provide  no  assurances  that it  will be able to  generate  sufficient
capital in this manner. This is especially significant considering the Company's
inability to finance the acquisition of InterConnect.

     The Company is currently in negotiations with Paul Burke to acquire Sun Fun
Products,  Inc., a Florida  corporation  which  manufactures sun tan lotions and
related products.  Mr. Burke is a former director of the Company and is the sole
owner of Sun Fun Products. The Company is also in negotiations to purchase a the
manufacturing  facility owned by Mr. Burke and currently  utilized by Sun Fun in
the  manufacture  of its  products.  The  building  has an  appraised  value  of
$675,000.  No agreement for this acquisition has been executed by the Company as
of the  filing  date  of  this  Form  10-KSB  and  the  Company  has no  binding
obligations or rights stemming from this proposal.  The Company anticipates that
if an agreement  to acquire Sun Fun is  ultimately  executed by the Company,  it
will  require  the  Company  to issue  shares of Common  Stock to,  and  execute
promissory notes in favor of, Mr. Burke as consideration for his transfer of the
manufacturing facility and sun tan products concern.

     The Company does not currently have any full or part time employees,  aside
from its officers and directors. The Company is substantially dependent upon the
services  of its  officers  and  directors,  who  have  no  formal  compensation
arrangements  with the Company.  If the Company  ultimately  effects a merger of
acquisition,  it will likely need to hire employees to perform the operations of
the  acquired  company.  The number of  employees  will depend on the nature and
extent of the  business  acquired.  If the Company  ultimately  acquires Sun Fun
Products, it will assume the employment  arrangements currently existing between
Sun Fun and its employees.

ITEM 7.  FINANCIAL STATEMENTS

     Please see pages F-1 through F-9.





<PAGE>
Andersen Andersen & Strong                        941 East 3300 South, Suite 202
Certified Public Accountant and Business Consultants  Salt Lake City, Utah 84106
Member SEC Practice of the AICPA                          Telephone 801-486-0096
                                                                Fax 801-486-0098
                                                        E-mail KAndersen@msn.com


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Stockholders and Board of Directors
of Eurotronics Holdings Incorporated (formerly
Hamilton Exploration Co., Inc.)
Salt Lake City, Utah

We have  audited the  balance  sheet of  Eurotronics  Holdings  Incorporated  (a
development stage company) as of December 31, 1996 and the related statements of
operations,  changes in  stockholders'  equity,  and cash flows from the date of
inception   (January  7,  1982)  through  December  31,  1996.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial   position  of  Eurotronics   Holdings
Incorporated  as of December  31, 1996 and the  results of its  operations,  its
changes in  stockholders'  equity and its cash flows from the date of  inception
(January 7, 1982)  through  December  31, 1996,  in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  since its inception  (January 7, 1982),  the Company has
been in the development stage and has suffered recurring losses from operations,
raising substantial doubt about its ability to continue as a going concern.  The
long term  continuation  of the Company as a going concern is dependent upon the
Company's ability to obtain additional capital.  The financial statements do not
include  any  adjustments  that might  result if the Company is unable to obtain
additional capital.



                                          /s/Andersen, Andersen & Strong
                                          August 5, 1997
                                          Salt Lake City, Utah


<PAGE>
                        EUROTRONICS HOLDINGS INCORPORATED
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., Inc.
                                  BALANCE SHEET
                                December 31, 1996

                                     ASSETS

CURRENT ASSETS:
  None .........................................................    $      --

   Total current assets ........................................    $      --



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accrued expenses .............................................    $   145,780
  Bank overdraft ...............................................             76

    Total Current Liabilities ..................................        145,856

STOCKHOLDERS' EQUITY (Note 1):
  Common stock, $.0001 par value;
   Authorized, 200,000,000 shares;
   Issued, 4,520,336 shares at
   at December 31, 1996 ........................................            452
  Additional paid-in capital ...................................        914,724
  Deficit accumulated during
    development stage ..........................................     (1,061,032)

                                                                      (145,856)

                                                                    $      --  

   The accompanying notes are an integral part of these financial statements.

                                      F-1

<PAGE>
<TABLE>
<CAPTION>
                        EUROTRONICS HOLDINGS INCORPORATED
                          (A Development Stage Company)
                    Formerly Hamilt on Exploration Co., Inc.
                             STATEMENT OF OPERATIONS
                     Years Ended December 31, 1996 and 1995
      Period From Date Of Inception (January 7, 1982) To December 31, 1996

                                                                          Inception
                                                                           Through
                                                                          Dec. 31,
                                               1996            1995          1996

Revenue:
<S>                                        <C>             <C>             <C>        
  Interest income .....................    $      --       $      --       $    61,208

                                                  --              --            61,208

Expenses:
  Investigation, evaluation and
   exploration of prospective
   mineral properties .................           --              --           424,416
  Loss on investment securities .......         28,302            --            28,302
  General and administrative ..........        271,333         321,124         670,949
  Amortization and depreciation .......           --              --             1,000
                                             ---------        ---------       --------
                                                299,635        321,124      1,124,667

Net loss before taxes and
  extraordinary item ..................      ( 299,635)       ( 321,124)   ( 1,063,459)
  Tax expense .........................           --              --               183

Loss before extraordinary item ........      ( 299,635)       ( 321,124)   ( 1,063,642)
  Extraordinary item - debt
  settlement (note 6) .................           --             2,610           2,610

NET LOSS ..............................    $  (299,635)    $  (318,514)    $(1,061,032)
                                           ===========     ===========     ===========

NET INCOME (LOSS) PER COMMON SHARE
  Loss before extraordinary item           $(     .07)     $(       70)
  Extraordinary item                               -              .01

TOTAL                                      $(     .07)     $(    .69)
                                           ===========     ===========
Weighted average number of shares
 outstanding                                  4,456,226        461,825
                                            ==========      ==========

                              The accompanying notes are an inegral part of these financial statements

                                                                F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                 EUROTRONICS HOLDINGS INCORPORATED

                                                                            (A Development Stage Company)
                                                                       Formerly Hamilton Exploration Co., Inc.
                                                                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                      Period From Date of Inception (January 7, 1982) Through December 31, 1996


                                                                                                 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 - 1982 ...........................................    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 for 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 (no warrants exercised - expired 1989) ....          --             --             100          --
Net loss for the period from date of inception
 (January 7, 1982) through December 31, 1994 ...............          --             --            --    (    442,883)
                                                                ----------    ------------   ----------- -----------

Balance December 31, 1994 ..................................    80,928,572          8,093       430,380  (    442,883)
                                                                ----------    ------------   ----------  -----------
Reverse stock split l for 1,500 - 1995 .....................   (80,874,160)   (    8,088)        8,088           --
Issuance of shares for no determinable
consideration...............................................        76,667              8           (8)          --
Issuance of shares for cash - 1995 .........................       904,722             90       108,160          --
Issuance of shares for services - 1995 .....................     1,459,921            146       145,846          --
Issuance of shares for assets - 1995 .......................     1,698,114            170       169,641          --
Issuance of shares for debt - 1995 .........................       226,500             23        22,627          --
Results of operations year ended December 31, 1995 .........          --             --            --    (   318,514)
                                                               -----------     -----------   ----------- -----------
Balance December 31, 1995 ..................................     4,420,336            442       884,734  (   761,397)
                                                               ----------      ----------    ----------- -----------
Issuance of shares for costs of proposed merger - 1996 .....       100,000             10        29,990          --
Results of operations year ended December 31, 1996 .........          --             --            --    (   299,635)
                                                               ----------       ---------    ----------- -----------
Balance December 31, 1996 ..................................     4,520,336    $       452   $   914,724   $(1,061,032)
                                                               ==========      ==========   ============  ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                                          EUROTRONICS HOLDINGS INCORPORATED
                                                                            (A Development Stage Company)
                                                                       Formerly Hamilton Exploration Co., Inc.
                                                                              STATEMENTS OF CASH FLOWS
                                                                       Years Ended December 31, 1996 and 1995
                                                      Period From Date Of Inception (January 7, 1982) Through December 31, 1996



                                                                                   Inception
                                                                                    Through
                                                                                    Dec. 31,
                                                        1996           1995           1996

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                <C>            <C>            <C>         
  Net (Loss) ...................................   $  (299,635)   $  (318,514)   $(1,061,032)

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

     Increase in accrued liabilities ...........       235,201         47,679        287,290
     Services paid with common stock ...........        30,000        145,992        175,992
     Common stock issued for debt ..............          --           22,650         22,650
     Loss due to permanent decline in investment        28,302           --           28,302

     Total adjustments .........................       293,503        216,321        514,234

  Net cash (used) by operating activities ......   (     6,132)    (  102,193)     ( 546,798)


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        108,249

  Net cash provided by financing activities ....          --          108,249        546,722

Net increase (decrease) in cash ................   (     6,132)         6,056      (      76)

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

Cash (bank overdraft), ending ..................   $       (76)   $     6,056    $       (76)

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:

  Issuance of common stock for services ........   $    30,000    $   145,992    $   175,992

  Issuance of common stock for debt ............   $      --      $    22,650    $    22,650

  Issuance of common stock for investments .....   $      --      $   169,812    $   169,812

  Investments exchanged for debt settlements ...   $   141,510    $      --      $   141,510


                             The accompanying notes are an integral part of these financial statments.

</TABLE>
                                                                F-4


<PAGE>
                        EUROTRONICS HOLDINGS INCORPORATED
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., Inc.
                          NOTES TO FINANCIAL STATEMENTS
                        As of December 31, 1996 and 1995

1.  BUSINESS ACTIVITY

The Company was  incorporated  as a Utah  corporation on January 7, 1982 for the
primary purpose of investigating and evaluating  prospective  mineral properties
for  possible  acquisition.  On January 27, 1982,  the Company  sold  15,000,000
shares of its  $.001 par value  common  stock  for  investment  purposes  to two
corporations and four individuals at $.002 per share for a total of $30,000.  On
July 27, 1983,  the Company  adjusted  the number of shares  issued to reflect a
purchase  price of $.00175  per share  instead of $.002 per share.  On August 5,
1983,  the  Company  sold an  additional  14,285,714  shares at  $.00175  to two
affiliated  corporations  and two  individuals  for $25,000.  During  1984,  the
Company  sold  49,500,000  shares of its common  stock to the public at $.01 per
share and received net proceeds of $383,373. On May 22, 1995 the Company adopted
a 1,500 for 1 reverse  stock split.  On May 23, 1995 the Company  issued  76,667
shares of common stock for services of undetermined  value.  Also during 1995 an
additional  4,289,257  shares  were  issued:  904,722  for cash,  1,459,921  for
services, 226,500 for debt, and 1,698,114 for other assets. During 1996, 100,000
shares were issued for costs associated with a proposed merger.

The Company's unpatented mining claims and mineral leases which were acquired in
1987 have been lost  because  the Company  had  insufficient  capital to pay the
mineral lease  requirements and to perform the required minimum assessment work.
Between 1987 and April,  1994, the Company's  activity was largely restricted to
maintaining its corporate legal status.  The Company's  current business plan is
to merge with or acquire another business entity.

On December  20, 1995, the Company  approved an  Agreement  and Plan of Exchange
between the  Company,  Eurotronics  International  Incorporated  (EII) and EII's
shareholders.  The  agreement  stipulated  that the Company  issue and  exchange
shares of its common stock for all of the issued and  outstanding  shares of the
common  stock of EII. On May 8, 1996,  the Company,  EII and EII's  shareholders
executed a rescission of the agreement.  The rescission was made effective as of
the date of the  original  agreement.  On July 30, 1996 the Company  approved an
Agreement  and Plan of Exchange  between the Company,  InterConnect  West,  Inc.
(InterConnect),  and InterConnect's shareholders.  The agreement stipulated that
the Company issue and exchange  shares of its common stock for all of the issued
and outstanding  shares of the common stock of InterConnect.  This agreement was
later amended on February 3, 1997. On June 3, 1997 the Company, InterConnect and
InterConnect's   shareholders  executed  a  rescission  of  the  agreement.  The
rescission was made effective as of the date of the original agreement.
<PAGE>
                        EUROTRONICS HOLDINGS INCORPORATED
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., Inc.
                    NOTES TO FINANCIAL STATEMENTS - Continued
                        As of December 31, 1996 and 1995

1.  BUSINESS ACTIVITY - Continued

Consistent with the effective dates of the rescissions,  these transactions have
been  considered  void from inception and,  therefore,  are not reflected in the
financial statements, except for the costs incurred.

2.  GOING CONCERN

The Company is in the development stage and has suffered  recurring losses since
inception.  Its  continuation  as a going  concern will  ultimately  depend upon
obtaining  additional  capital or  completing  a merger  with a "going  concern"
entity.  The Company  believes it can sustain its  existence for the next twelve
months.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization Costs

Organization  costs were  capitalized  and amortized  over 60-month  period on a
straight-line basis.

Exploration Expenses

Exploration  expenditures  were  charged  to  expense  as  incurred.  No mineral
reserves feasible for development were discovered.

Income (Loss) Per Share

The computation of income (loss) per common share is based on the average number
of shares  outstanding  during the period.  A reverse stock split in May 1995 is
considered to have occurred retroactively for all periods shown in statements of
operations.

4. INCOME TAXES

Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards No. 109,  Accounting for Income Taxes.  The  cumulative  effect of the
change in accounting  principle is immaterial.  At December 31, 1996 the Company
had a net  operating  loss ("NOL")  carryforward  for United  States  income tax
purposes of approximately $1,032,000. The NOL carryforward expires in increments
beginning  in 1999.  The Company has a capital loss  carryover of  approximately
$28,000  expiring  in  2001.  The  Company's  ability  to  utilize  its  net NOL
carryforward  is subject to the  realization  of taxable income in future years,
and  under  certain  circumstances,  the  Tax  Reform  Act of 1986  restricts  a
corporation's use of its NOL carryforward.
<PAGE>

                        EUROTRONICS HOLDINGS INCORPORATED
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., Inc.
                    NOTES TO FINANCIAL STATEMENTS - Continued
                        As of December 31, 1996 and 1995


4. INCOME TAXES - Continued

Furthermore, due to the Company's issuance of additional stock in 1995 and 1996,
the use of its NOL  carryforward  could be  substantially  limited.  The Company
believes that there is at least a 50% chance that the  carryforward  will expire
unused, therefore, no tax benefit has been reported in the financial statements.

5. RELATED PARTY TRANSACTIONS

On June 29, 1995 the Company  entered  into a consulting  agreement  with Canton
Financial Services  Corporation (CFSC). At the time the consulting agreement was
executed, Richard Surber was the sole officer and sole director of CFSC and also
a director  and vice  president  of the  Company.  On April 1, 1996 the  Company
executed a new  consulting  agreement with CFSC which replaced the previous one.
The new agreement  expired on March 7, 1997. Mr. Surber is no longer  associated
with the Company as an officer or  director.  During  1995 the Company  issued a
total of 112,000 shares of its common stock to CFS for services  rendered in the
amount of $11,200.  The Company also issued 92,800 shares to Richard  Surber for
services  rendered  in the amount of $9,280,  and  333,000  shares for  services
rendered in the amount of $33,300.

During 1995 the Company  issued 141,900 shares of its common stock to Ken Kurtz,
the former  president  of the Company,  for  services  rendered in the amount of
$14,190.  The Company also issued 83,792 shares to Park Street  Investments  for
services relating to the Eurotronics  International acquisition in the amount of
$8,379. Mr. Kurtz is president of Park Street Investments.

In December of 1995,  the Company  executed  several  stock  exchange  and stock
purchase agreements with companies which are under common control. All shares of
stock issued  pursuant to these  agreements  are restricted as regulated by Rule
144 under the Securities  Act. The stock exchange and purchase  agreements  were
executed   between  the  Company  and:   BRIA   Communications,   OMAP  Holdings
Incorporated,  and Tianrong Building Material Holdings,  Ltd. At the time of the
of the  exchanges,  the Company's  president was also an officer and director of
each of the other three corporations.
<PAGE>
                        EUROTRONICS HOLDINGS INCORPORATED
                          (A Development Stage Company)
                     Formerly Hamilton Exploration Co., Inc.
                    NOTES TO FINANCIAL STATEMENTS - Continued
                        As of December 31, 1996 and 1995

6. DEBT SETTLEMENT

During  1995,  the  Company  settled  a debt with its  transfer  agent for cash,
resulting  in a gain of $2,610.  Also during  1995 and 1996 the Company  settled
other debt through the issuance of equity shares with no gain or loss, since the
value of shares issued was considered to be equal to the amount of the debt.

7. FAIR VALUES OF FINANCIAL INSTRUMENTS

The  Company  estimates  that the fair  value of all  financial  instruments  at
December 31, 1996 does not differ materially from the aggregate  carrying values
of its financial instruments recorded in the accompanying balance sheet.

8. SUBSEQUENT EVENTS

Refer to Note 1. for a discussion of the rescinded transactions with Eurotronics
International Incorporated and InterConnect West, Inc.
<PAGE>


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

         Not applicable.

                                    PART III

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

Directors, Executive Officers Promoters and Control Persons

         The current  officers and directors of the Company are set forth in the
following table.

         Name                       Age     Position(s) and Office(s)

         Melvin Fields              72      President, Director

         Joe Betras                 50      Director

         Melvin Fields,  was appointed  president and a director on June 3, 1997
and has been a real estate agent,  insurance broker and a jobber for a privately
owned T-shirt company over much of his career  including the past five years. He
is a limited partner in four different car agencies and owns a leather leaf farm
in Costa Rica.

         Joe Betras, has been a director of the Company since July 27, 1997. For
the past five years,  Mr. Betras has been the owner and chairman of the board of
Betras Plastics, a privately held company grossing $17 million in annual sales
over the last several years.

Legal Proceedings of Potential Control Person

         Allen Wolfson may be deemed to have significant influence and "control"
(as  defined  in Rule  12b-2 of the  Securities  Exchange  Act of 1934) over the
affairs of the Company by virtue of his indirect  ownership of approximately 20%
of the Company's  issued and outstanding  shares of Common Stock. Mr. Wolfson is
the sole shareholder of A-Z Professional  Consultants,  Inc., a Utah corporation
which provides general business consulting services. A-Z is the registered owner
of 754,129 restricted shares of Common Stock which it acquired in December 1995.
In 1986,  Mr.  Wolfson was  convicted of violating 18 U.S.C.  ss.371;  18 U.S.C.
ss.ss.1001  and 1002;  and 18 U.S.C.  ss.ss.1014  and 1002 in the U.S.  District
Court for the Middle District of Florida,  Tampa Division (the "Florida Court").
Mr.  Wolfson was on probation  for these  offenses  until May 1995.  In February
1995, a complaint was filed with the Florida Court alleging that Mr. Wolfson had
violated the terms of the probation.  The Florida Court changed the jurisdiction
of the  matter to the U.S.  District  Court for the  District  of Utah,  Central
Division (the "Utah Court").  The Utah Court heard the matter in August 1995 and
on October 20, 1995,  the Court ruled that a violation of the original  terms of
the probation  had  occurred.  This finding  effectively  revoked Mr.  Wolfson's
probation.  The Utah Court judge signed a written order  containing new terms of
probation,  including  a term which  prohibits  Mr.  Wolfson  from  engaging  in
directly  in any  transaction,  including  the  purchase  and sale of stock,  in
connection with stock promotion or any stock offering.
<PAGE>
<TABLE>
<CAPTION>
         On October 9, 1996,  Allen  Wolfson was  charged  with  securities  law
violations.  This criminal  matter was filed in the U.S.  District Court for the
Southern  District of New York. The complaint  alleges that Mr. Wolfson violated
Section  10b of the  Securities  Exchange  Act of 1934 by making  payment  to an
undercover  agent of the Federal  Bureau of  Investigation,  who was posing as a
broker, for the purchase of stock in an unaffiliated corporation. As of the date
of this filing, no court date has been set with respect to the criminal charges.
On  October  10,  1996,  the  Securities  and  Exchange   Commission   initiated
administrative  proceedings  against  Wolfson.  This  administrative  action  is
premised upon the same  allegations  contained in the  complaint  pending in the
Southern District of New York. An administrative  hearing has been scheduled for
May 12, 1997.  The Company has been informed  that Mr.  Wolfson has not yet been
charged for any of the actions alleged in the criminal complaint.

Compliance with Section 16(a) of the Exchange Act

         The Company is aware that Melvin Fields, the Company's  president and a
director,  failed to timely  file Form 3 as  required  by  Section  16(a) of the
Securities and Exchange Act of 1934.  However,  the Company is in the process of
preparing the required forms for filing with the SEC.

         The Company is aware that Joe Betras, a director of the Company, failed
to  timely  file Form 3 as  required  by  Section  16(a) of the  Securities  and
Exchange  Act of 1934.  However the Company is in the process of  preparing  the
required forms for filing with the SEC.

ITEM  10.         EXECUTIVE COMPENSATION

         No  compensation  has ever been  awarded to,  earned by, or paid to any
executive officer or director of the Company.  In addition,  no stock options or
stock  appreciation  rights ("SARs")  regarding the Company's  common stock have
ever been granted to or exercised by any employee of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

         The following table sets forth certain information concerning the stock
ownership as of August 5, 1997,  with respect to (i) each person who is known to
the  Company to be a  beneficial  owner of more than 5 percent of the  Company's
common stock; (ii) all directors; (iii) each of the executive officers; and (iv)
all directors and executive officers as a group:

                      Name and Address               Amount and Nature of   Percent
Title of Class        of Beneficial Owner            Beneficial Ownership   of class
--------------        -------------------            --------------------   --------
<S>                   <C>                                    <C>            <C>   
Common Stock          A-Z Professional Consultants, Inc      754,129        19.12%
($0.0001 par value)   268 West 400 South, Suite 300
                      Salt Lake City, UT 84101

Common Stock          BRIA Communications Corporation        566,038        14.35%
($0.0001 par value)   82-66 Austin Street
                      Kew Gardens, NY 11415
<PAGE>

Common Stock          Richard Surber                       1,442,436(1)      36.58%
($0.0001 par value)   268 West 400 South, Suite 302
                      Salt Lake City, UT 84101

Common Stock          Canton Financial Services Corporation   308,507         7.82%
($0.0001 par value)   268 West 400 South, Suite 300
                      Salt Lake City, UT 84101


Directors and Executive Officers

                    Name and Address                 Amount and Nature of    Percent
Title of Class      of Beneficial Owner             Beneficial Ownership*    of class
--------------      -------------------            ---------------------    --------
Common Stock        All Directors and Executive                 -0-             -0-
($0.0001 value)     Officers as a Group (1 Person)
</TABLE>

_______________________
     1  Includes  the  754,129  shares  beneficially  owned by A-Z  Professional
Consultants,  Inc., a Utah corporation of which Mr. Surber is President and sole
officer and director. Also includes the 308,507 shares owned by Canton Financial
Services Corporation,  a Nevada corporation of which Mr. Surber is president and
director. Mr. Surber disclaims beneficial ownership of these shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On December 20, 1995, the Company  entered into separate Stock Exchange
Agreements with BRIA  Communications  Corporation,  Tianrong  Building  Material
Holdings,  Inc.  ("TBMH") and OMAP Holdings  Incorporated  (n/k/a China Food and
Beverage Company). Pursuant to these Agreements, the Company acquired a quantity
of common stock in each company  equivalent  to $300,000  divided by the average
bid and asked prices for the stock of each  company on the date of issuance.  In
return,  the  Company  issued  each  public  entity a quantity  of Common  Stock
equivalent  to  $300,000  divided by the  average  bid and asked  prices for the
Common Stock on the date of  issuance.  Due to the fact that the shares of stock
transferred were restricted as to resell and due to the illiquid trading markets
for the stock  transferred,  the  Company  valued the stock in each of the three
companies at $56,604 in its financial  statements for fiscal year ended December
31, 1995.  James Tilton,  Aster De Schrijver,  and Jane Zheng were the Company's
officers  and  directors  when these  transactions  occurred.  At the same time,
Tilton,  De Schrijver,  and Zheng also served as officers and directors of BRIA,
TBMH, and OMAP.  Accordingly,  these Stock Exchange Agreements may not have been
negotiated at arm's length.

         On July 16, 1996, the Company executed an Agreement for the Exchange of
Stock  with  InterConnect  West,  Inc.  and  Mark  Tolman,  the  sole  owner  of
InterConnect.  The purpose of that  agreement was for the Company to acquire all
outstanding capital stock of InterConnect,  a Utah corporation which operates an
Internet  mall.  Mark  Tolman was not a director of the Company at the time when
this Agreement was executed,  but became a director  immediately after execution
of the Agreement  while approval of the Agreement was still  pending.  Under the
July 16, 1996 agreement, Mr. Tolman was to be issued a quantity of the Company's
shares equaling 90% of its total issued and outstanding Common Stock at the time
the Agreement became effective.  These shares were to be restricted  pursuant to
Rule 144.

         On February 11, 1997,  an Amended  Agreement  for the Exchange of Stock
was executed by and between the Company,  InterConnect, and consultants who were
to receive  finder's fees under the July 16, 1996  agreement.  Under the amended
agreement,  Mr.  Tolman was to receive a quantity of shares  equaling 51% of the
Company's  issued and outstanding  Common Stock at the time the Agreement became
effective.  The amended agreement was not approved by the Company's shareholders
and was rescinded  pursuant to a June 4, 1997 agreement with  InterConnect.  Mr.
Tolman did not  receive  any  compensation  under  either  the July 16,  1996 or
February 11, 1997 agreements.
<PAGE>

ITEM 13.  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 14 of this
          Form 10-KSB, which is incorporated herein by reference.

(b)       Reports on Form 8-K.  No  reports  on Form 8-K were  filed  during the
          quarter ended December 31, 1996.




                      [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 August 28, 1997.


                                               Eurotronics Holdings Incorporated


                                                       /s/Melvin Fields
                                                       ------------------------
                                                       Melvin Fields, 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/Melvin Fields    President and Director          August   28, 1997
---------------
Melvin Fields



/s/Joe Betras       Director                        August  23, 1997
---------------
Joe Betras
<PAGE>
                               INDEX TO EXHIBITS

EXHIBIT  PAGE
NO.       NO.      DESCRIPTION OF EXHIBIT

3(i)(a)    *       Amendment  to the  Articles of  Incorporation  of the Company
                   (Incorporated herein by reference from Exhibit 3(i)(a) to the
                   Company's  Form 10-KSB for the fiscal year ended December 31,
                   1995).

3(i)(b)    *       Articles of Incorporation of the Company (Incorporated herein
                   by  reference  from  Exhibit  3(i)(b) to the  Company's  Form
                   10-KSB for the fiscal year ended December 31, 1995).

3(ii)      *       By-Laws of the  Company.  (Incorporated  herein by  reference
                   from Exhibit No.  3(ii) to the  Company's  S-18  Registration
                   Statement filed on November 30, 1983.)


                               MATERIAL CONTRACTS


10(i)(a)   *       Agreement  and  Plan of  Exchange  dated  December  20,  1995
                   between   the   Company   and    Eurotronics    International
                   Incorporated  (Incorporated  herein by reference from Exhibit
                   2(i)(a) to a Current  Report on Form 8-K filed by the Company
                   on April 23, 1996).

10(i)(b)   *       Amended Agreement and Plan of Exchange,  dated March 30, 1996
                   but  effective  December  20,  1995  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)(c)   *       Rescission  of Agreement  and Plan of Exchange and Release of
                   All Claims  effective  December 20, 1995 between the Company,
                   Eurotronics International Incorporated,  and the shareholders
                   of  Eurotronics  International   Incorporated   (Incorporated
                   herein by reference  from Exhibit  10(i)(d) to the  Company's
                   Form 10-KSB for the fiscal year ended December 31, 1995).

10(i)(d)   *       July 16, 1996 Agreement for the Exchange of Stock executed by
                   and between the  Company,  InterConnect  West,  Inc. and Mark
                   Tolman   (Incorporated   herein  by  reference  from  Exhibit
                   10(i)(c) to the Company's  Form 10-QSB for the fiscal quarter
                   ended March 31, 1996).

10(i)(e)   14      February 11, 1997 Amended Agreement for the Exchange of Stock
                   executed by and between the Company, InterConnect West, Inc.,
                   Mark Tolman and other parties.

10(i)(f)   21      June 3, 1997 Rescission of Amended Agreement for the Exchange
                   of Stock and Mutual  Release of all  Claims  executed  by and
                   between the Company, InterConnect West, Inc. and Mark Tolman.

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