**UNITED      STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,      D. C. 20549**

**FORM      10-QSB**

| **x** | **QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|-------|------------------------------------------------------------------------------------------------------------------------------------------|

**FOR      THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001**

**Commission      File Number 333-44393**

| **o** | **TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE                ACT OF                1934** |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------|

**__________________TO      __________________**

**EUROPEAN      MICRO HOLDINGS, INC.**

| **Nevada**                                                                               | **65-0803752**                            |
|------------------------------------------------------------------------------------------|-------------------------------------------|
| (State                or other jurisdiction of incorporation or organization)            | (I.R.S.                Employer I.D. No.) |
|                                                                                     |                                      |
|                                                                                     |                                      |
| **450                Fairway Drive, Suite 105, Deerfield Beach,                Florida** | **33441**                                 |
| (Address                of principal executive offices)                                  | (Zip)                                     |
|                                                                                     |                                      |
| **(954)                596-0249**                                                        |                                      |
| Issuer’s                telephone number, including area code                      |                                      |

**As      of [July 31, 2006], the Company had 5,029,667 shares of common stock issued      and      outstanding.**

----

----

**PART      I**

**Financial      Information**

**Item      **
**1.**
**       Financial Statements.**

**Index      to Condensed Consolidated Financial Statements**

| Condensed                Consolidated Statement of Net Assets in liquidation                (Unaudited)                                                |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| as                of December 31, 2001 (Liquidation Basis)                                                                                             |   | 3      |
|                                                                                                                                                   |   |   |
| Condensed                Consolidated Statements of Changes in Net Assets (Unaudited) for                the Three                and Six Months Ended |   |   |
| December                31, 2001 (Liquidation Basis) and Condensed Consolidated Statements                of                Operations for the Three   |   |   |
| and                Six Months Ended December 31, 2000 (Going Concern Basis)                                                                            |   | 4      |
|                                                                                                                                                   |   |   |
| Condensed                Consolidated Statements of Cash Flows (Unaudited) for the Three and                Six                Months Ended            |   |   |
| December                31, 2001 (Liquidation Basis) and for the Three and Six Months Ended                                                            |   |   |
| December                31, 2000 (Going Concern Basis)                                                                                                 |   | 5      |
|                                                                                                                                                   |   |   |
| Notes                to Condensed Consolidated Financial Statements (Unaudited)                                                                        |   | 7      |

----

**European      Micro Holdings, Inc. and Subsidiaries**

**Condensed      Consolidated Statement of Net Assets in liquidation as of December 31,      2001**

**(Liquidation      Basis)**

|                                                |   | **December                31, 2001** |   |
|-----------------------------------------------------|--------|--------------------------------------|--------|
| **ASSETS**                                          |   |                                 |   |
| **ASSETS:**                                         |   |                                 |   |   |
| Property                and equipment held for sale |   | $                                    | 2,185  |   |
| Cash                                                |   |                                 | 73     |   |
| Accounts                receivable, net             |   |                                 | 247    |   |
| Inventories,                net                     |   |                                 | 64     |   |
| Prepaid                expenses                     |   |                                 | 87     |   |
| Income                taxes receivable              |   |                                 | 790    |   |
| Other                assets                         |   |                                 | 452    |   |
|                                                |   |                                 |   |   |
| ***TOTAL                ASSETS***                   |   | $                                    | 3,898  |   |

|                                                                                                 |   |   |   |
|------------------------------------------------------------------------------------------------------|--------|--------|--------|
| **LIABILITIES**                                                                                      |   |   |   |
| **LIABILITIES:**                                                                                     |   |   |   |   |
| Current                portion of long-term borrowings                                               |   | $      | 1,266  |   |
| Accounts                payable                                                                      |   |   | 216    |   |
| Accrued                expenses and other liabilities                                                |   |   | 739    |   |
| Due                to related parties                                                                |   |   | 696    |   |
|                                                                                                 |   |   |   |   |
| ***TOTAL                LIABILITIES***                                                               |   | $      | 2,917  |   |
|                                                                                                 |   |   |   |   |
| ***COMMITMENT                AND CONTINGENCIES***                                                    |   |   |   |   |
|                                                                                                 |   |   |   |   |
| ***NET                ASSETS IN LIQUIDATION (available to holders of Common                Stock)*** |   | $      | 981    |   |

----

**European      Micro Holdings, Inc. and Subsidiaries**

**Condensed      Consolidated Statements of Changes in Net Assets for the Three and Six Months      Ended December 31, 2001 (Liquidation Basis) and Condensed Consolidated      Statements of Operations for the Three and Six Months Ended**

**December      31, 2000 (Going Concern Basis)**

|                                                                                           |   | **Three                Months ended****December                31,** |      | **Six                Months ended**** ****December                31,** |   |
|------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------|-----------|------------------------------------------------------------------------------|--------|
|                                                                                           |   | **2001**                                                             |      | **2000**                                                                     |   | **2001** |   | **2000** |   |
| **SALES:**                                                                                     |   |                                                                 |      |                                                                         |   |   |   |   |   |
| Net                sales to unrelated parties                                                  |   | $                                                                    | 1,294     |                                                                         | $      | 26,657 |   | $ | 10,930 |   | $ | 55,671 |   |
| Net                sales to related parties                                                    |   |                                                                 | -         |                                                                         |   | 93 |   |   | - |   |   | 147 |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Total                net sales                                                                 |   |                                                                 | 1,294     |                                                                         |   | 26,750 |   |   | 10,930 |   |   | 55,818 |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **COST                OF GOODS SOLD:**                                                         |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Cost                of goods sold to unrelated parties                                         |   |                                                                 | (1,157    | )                                                                            |   | (23,900 | ) |   | (9,555 | ) |   | (49,758 | ) |
| Cost                of goods sold to related parties                                           |   |                                                                 | -         |                                                                         |   | (89 | ) |   | - |   |   | (143 | ) |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Total                cost of goods sold                                                        |   |                                                                 | (1,157    | )                                                                            |   | (23,989 | ) |   | (9,555 | ) |   | (49,901 | ) |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **GROSS                PROFIT**                                                                |   |                                                                 | **137**   |                                                                         |   | **2,761** |   |   | **1,375** |   |   | **5,917** |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **OPERATING                EXPENSE:**                                                          |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Selling,                general and administrative expenses                                    |   |                                                                 | (203      | )                                                                            |   | (2,596 | ) |   | (1,579 | ) |   | (5,479 | ) |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **INCOME                (LOSS) FROM OPERATIONS**                                               |   |                                                                 | **(66**   | **)**                                                                        |   | **165** |   |   | **(204** | **)** |   | **438** |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **OTHER                INCOME (EXPENSE)**                                                      |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Interest                expense, net                                                           |   |                                                                 | (51       | )                                                                            |   | (260 | ) |   | (209 | ) |   | (556 | ) |
| Forgiveness                of debt                                                             |   |                                                                 | —   |                                                                         |   | — |   |   | 686 |   |   | — |   |
| Loss                on rescission of American Micro purchase                                   |   |                                                                 | —   |                                                                         |   | — |   |   | (1,345 | ) |   | — |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **TOTAL                OTHER INCOME (EXPENSE)**                                                |   |                                                                 | (51       | )                                                                            |   | (260 | ) |   | (868 | ) |   | (556 | ) |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **LOSS                BEFORE INCOME TAXES**                                                    |   |                                                                 | **(117**  | **)**                                                                        |   | **(95** | **)** |   | **(1,072** | **)** |   | **(118** | **)** |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Income                tax (expense) benefit                                                    |   |                                                                 | 18        |                                                                         |   | (59 | ) |   | (29 | ) |   | (104 | ) |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **NET                LOSS**                                                                    |   |                                                                 | **(99**   | **)**                                                                        | **$**  | **(154** | **)** |   | **(1,101** | **)** | **$** | **(222** | **)** |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **NET                ASSETS BEGINNING OF PERIOD**                                              |   |                                                                 | **1,101** |                                                                         |   |   |   |   | **2,067** |   |   |   |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **EFFECT                OF FOREIGN EXCHANGE RATES**                                            |   |                                                                 | **(21**   | **)**                                                                        |   |   |   |   | **15** |   |   |   |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| **NET                ASSETS IN LIQUIDATION**                                                   |   | **$**                                                                | **981**   |                                                                         |   |   |   | **$** | **981** |   |   |   |   |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Net                loss per share - basic and diluted                                          |   |                                                                 |      |                                                                         | $      | (0.03 | ) |   |   |   | $ | (0.04 | ) |
|                                                                                           |   |                                                                 |      |                                                                         |   |   |   |   |   |   |   |   |   |
| Weighted                average number of shares outstanding-                basic and diluted |   |                                                                 |           |                                                                         |   | 4,943,057 |   |   |   |   |   | 4,972,505 |   |

----

**European      Micro Holdings, Inc. and Subsidiaries**

**Condensed      Consolidated Statements of Cash Flows**

|                                                                                                           |   | **Six                Months Ended December 31,** |    |
|----------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------|---------|
|                                                                                                           |   | **(Liquidation                Basis)**           |    | **(Going                Concern Basis)** |   |
|                                                                                                           |   | **2001**                                         |    | **2000** |   |
| **CASH                FLOWS FROM OPERATING ACTIVITIES:**                                                       |   |                                             |    |   |   |
| Net                loss                                                                                        |   | $                                                | (1,101  | ) | $ | (222 | ) |
| *Adjustments                to reconcile net loss to net cash provided by operating                activities* |   |                                             |    |   |   |   |   |
| Depreciation                and amortization                                                                   |   |                                             | — |   |   | 333 |   |
| Deferred                income taxes                                                                           |   |                                             | — |   |   | 40 |   |
| Forgiveness                of debt                                                                             |   |                                             | (686    | ) |   | — |   |
| Loss                on rescission of American Micro purchase                                                   |   |                                             | 1,345   |   |   | — |   |
| Provision                for note receivable impairment                                                        |   |                                             | — |   |   | 252 |   |
| Compensation                charge for non-employee stock options                                              |   |                                             | — |   |   | 118 |   |
| *Changes                in assets and liabilities, net of effects from                dispositions*            |   |                                             |    |   |   |   |   |
| Accounts                receivable                                                                             |   |                                             | 5,171   |   |   | 3,204 |   |
| Due                from related parties                                                                        |   |                                             | — |   |   | (49 | ) |
| Inventories                                                                                                    |   |                                             | 2,801   |   |   | (1,370 | ) |
| Prepaid                expenses and other assets                                                               |   |                                             | (625    | ) |   | 9 |   |
| Income                tax receivable                                                                           |   |                                             | (273    | ) |   | 62 |   |
| Accounts                payable                                                                                |   |                                             | (933    | ) |   | (1,379 | ) |
| Accrued                expenses and other liabilities                                                          |   |                                             | (319    | ) |   | (489 | ) |
| Due                to related parties                                                                          |   |                                             | 694     |   |   | (11 | ) |
|                                                                                                           |   |                                             |    |   |   |   |   |
| *Net                cash provided by operating activities*                                                     |   |                                             | 6,074   |   |   | 498 |   |
|                                                                                                           |   |                                             |    |   |   |   |   |
| **CASH                FLOWS FROM INVESTING ACTIVITIES:**                                                       |   |                                             |    |   |   |   |   |
| Purchases                of property and equipment                                                             |   |                                             | — |   |   | (279 | ) |
| Sale                of property and equipment                                                                  |   |                                             | 260     |   |   | 190 |   |
| Investments                                                                                                    |   |                                             | — |   |   | (85 | ) |
|                                                                                                           |   |                                             |    |   |   |   |   |
| *Net                cash provided by (used in) investing activities*                                           |   |                                             | 260     |   |   | (174 | ) |
|                                                                                                           |   |                                             |    |   |   |   |   |
| **CASH                FLOWS FROM FINANCING ACTIVITIES:**                                                       |   |                                             |    |   |   |   |   |
| (Decrease)                increase in short-term borrowings, net                                               |   |                                             | (5,714  | ) |   | (736 | ) |
| Repayment                of long-term borrowings                                                               |   |                                             | (794    | ) |   | (321 | ) |
| Issuance                of common stock, net                                                                   |   |                                             | — |   |   | 17 |   |
| Repayment                of capital leases                                                                     |   |                                             | (93     | ) |   | 102 |   |
|                                                                                                           |   |                                             |    |   |   |   |   |
| *Net                cash used in financing activities*                                                         |   |                                             | (6,601  | ) |   | (938 | ) |
|                                                                                                           |   |                                             |    |   |   |   |   |
| Net                cash transferred in disposition                                                             |   |                                             | (65     | ) |   | — |   |
|                                                                                                           |   |                                             |    |   |   |   |   |
| Effect                of foreign exchange rates                                                                |   |                                             | (78     | ) |   | (33 | ) |
|                                                                                                           |   |                                             |    |   |   |   |   |
| **NET                DECREASE IN CASH**                                                                        |   |                                             | (410    | ) |   | (647 | ) |
| Cash                at beginning of period                                                                     |   |                                             | 483     |   |   | 1,222 |   |
|                                                                                                           |   |                                             |    |   |   |   |   |
| **CASH                AT END OF PERIOD**                                                                       |   | $                                                | 73      |   | $ | 575 |   |

----

**European      Micro Holdings, Inc. and Subsidiaries**

**Condensed      Consolidated Statements of Cash Flows**

|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | **Six                Months Ended****December                31,** |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | **2001**                                                           |   | **2000** |   |
| **Supplemental                disclosure of cash flow information:**                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |
| Cash                paid for interest                                                                                                                                                                                                                                                                                                                                                                                                                       |   | $                                                                  | 209    |   | $ | 573 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| Cash                paid for taxes                                                                                                                                                                                                                                                                                                                                                                                                                          |   | $                                                                  | -      |   | $ | 18 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| **Supplemental                schedule of non-cash investing and financing                activities:**                                                                                                                                                                                                                                                                                                                                                     |   |                                                               |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                               |   |   | $ | 1,647 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| Notes                issued for consideration                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                               |   |   | $ | (1,647 | ) |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| On                September 1, 2001 the notes payable in the amount of $1,318,000 to                the                former American Micro shareholders were settled by transfer of all                American Micro shares from European Micro Holdings to the former                American                Micro shareholders. The following represents the assets and liabilities                transferred by the settlement of the notes payable. |   |                                                               |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| Book                value of assets transferred                                                                                                                                                                                                                                                                                                                                                                                                             |   | $                                                                  | 2,682  |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |                                                               |   |   |   |   |   |
| Book                value of liabilities transferred                                                                                                                                                                                                                                                                                                                                                                                                        |   | $                                                                  | 1,337  |   |   |   |   |

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**NOTES      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As      of December 31, 2001**

**(Unaudited)**

**1**
**Summary      of Significant Accounting Policies**

**Interim      Financial Statements**

**Principles      of Consolidation**

**Property      & Equipment Held for Sale**

**Depreciation      and Amortization**

**Loss      Per Common Share **

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**NOTES      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As      of December 31, 2001**

**(Unaudited)**

**2**
**Liquidation**

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**NOTES      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As      of December 31, 2001**

**(Unaudited)**

**3**
**Goodwill**

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**NOTES      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As      of December 31, 2001**

**(Unaudited)**

|                                                |   | **Three                Months Ended December 31, 2000** |       | **Six                Months Ended December 31, 2000** |   |
|-----------------------------------------------------|--------|---------------------------------------------------------|------------|-------------------------------------------------------|--------|
|                                                |   |                                                    |       |                                                  |   |
| **Net                sales**                        |   | **$**                                                   | **21,587** |                                                  | **$**  | **46,466** |   |
| **Net                loss**                         |   |                                                    | **($281**  | **)**                                                 |   | **($763** | **)** |
| **Basic                and diluted loss per share** |   |                                                    | **($0.05** | **)**                                                 |   | **($0.15** | **)** |

**4**
**Short-term**
**      borrowings**

----

**EUROPEAN        MICRO HOLDINGS, INC.**

**NOTES        TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As        of December 31, 2001**

**(Unaudited)**

**5**
**Long-term**
**      borrowings**

|                                                           |   | **December                31, 2001** |   |
|----------------------------------------------------------------|--------|--------------------------------------|--------|
|                                                           |   |                                 |   |
| Mortgage                loan note                              |   | $                                    | 1,266  |   |
| Term                Loan                                       |   |                                 | -      |   |
| Other                long-term borrowings                      |   |                                 | -      |   |
|                                                           |   | $                                    | 1,266  |   |
| Less                current maturities of long-term borrowings |   |                                 | (1,266 | ) |
|                                                           |   |                                 |   |   |
| Total                long-term borrowings                      |   | $                                    | -      |   |

----

**EUROPEAN        MICRO HOLDINGS, INC.**

**NOTES        TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As        of December 31, 2001**

**(Unaudited)**

**6**
**Related      party transactions**

|                                      |   | **Three                  months ended** **December                  31,** |   | **Six                  months ended****December                  31,** |   |
|--------------------------------------|--------|--------------------------------------------------------------------------------|--------|------------------------------------------------------------------------|--------|
|                                 |   | **2001**                                                                       |   | **2000**                                                               |   | **2001** |   | **2000** |   |
| **Sales                  to:**       |   |                                                                           |   |                                                                   |   |   |   |   |   |
| Technology                  Express  |   | $                                                                              | -      |                                                                   | $      | 93 |   | $ | - |   | $ | 147 |   |
| **Purchases                  from:** |   |                                                                           |   |                                                                   |   |   |   |   |   |   |   |   |   |
| Technology                  Express  |   | $                                                                              | -      |                                                                   | $      | 1,359 |   | $ | - |   | $ | 2,923 |   |

*Due      from/to related parties*

| a)   | No                amounts were due from related parties at December 31,                2001. |
|----------------|----------------------------------------------------------------------------------------------|

| b)   | Due                to related parties consists of a note payable to Harry Shields in                the                amount of $655,000 and accounts payable to Technology Express of                $21,000                and American Micro of $20,000. |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

*Nature      of related party relationships*

**Technology      Express**

**Harry      Shields**

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**NOTES      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As      of December 31, 2001**

**(Unaudited)**

**American      Micro Computer Center**

*Facilities      and equipment*

**7**
**Equity      Line of Credit**

**8**
**Commitments      and Contingencies**

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**NOTES      TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**As      of December 31, 2001**

**(Unaudited)**

**9**
**Subsequent      Events **

----

**EUROPEAN      MICRO HOLDINGS, INC.**

**Item      **
**2.**
**Management’s      Discussion and Analysis of Financial Condition and Results of      Operations.**

**Introductory      Statements**

*Forward-Looking      Statements and Associated Risks. This filing contains forward-looking      statements, including statements regarding  European Micro Holdings, Inc.’s      (“*
*European      Micro*
*”or      the “*
*Company*
*”)      projections on the amount and timing of liquidating distribution. In addition,      when used in this filing, the words “believes,” “anticipates,” “intends,” “in      anticipation of,” “expects,” and similar words are intended to identify certain      forward-looking statements. These forward-looking statements are based largely      on the Company’s expectations and are subject to a number of risks and      uncertainties, many of which are beyond the Company’s control. Actual results      could differ materially from these forward-looking statements. In light of      these      risks and uncertainties, there can be no assurance that the forward-looking      statements contained in this filing will in fact occur. The Company does not      undertake any obligation to publicly release the results of any revisions to      these forward-looking statements that may be made to reflect any future events      or circumstances.*

*Unless      the context otherwise requires and except as otherwise specified, references      herein to “European Micro” or the “Company” include European Micro Holdings,      Inc. and its five wholly-owned subsidiaries, European Micro Plc, a company      organized under the laws of the United Kingdom (“*
*European      Micro UK*
*”),      Nor’Easter Micro, Inc., a Nevada corporation (“*
*Nor’Easter*
*”),      Colchester Enterprise Pte. Ltd., a company organized under the laws of Singapore      (“*
*Colchester*
*),      American Micro Computer Center, Inc., a Florida corporation (“*
*American      Micro*
*”),      Engenis.com Ltd., a company organized under the laws of the United Kingdom      (“*
*Engenis*
*”),      (collectively, the five wholly-owned subsidiaries are referred to as the“*
*Subsidiaries*
*”).      *

**Overview**

----

**EUROPEAN        MICRO HOLDINGS, INC.**

**Results      of Operations**

**Critical      Accounting Estimates**

**Three-Month      Period Ended December 31, 2001 and 2000**

*Total      Net Sales*

*Gross      Profit*

*Operating      Expenses.*

*Interest      Expense*

*Income      Taxes*

----

**EUROPEAN      MICRO HOLDINGS, INC.**

*Total      Net Sales*

*Gross      Profit*

*Operating      Expenses.*

*Interest      Expense*

*Income      Taxes*

**Seasonality**

**Liquidity      and Capital Resources**

*General.*

----

**EUROPEAN        MICRO HOLDINGS, INC.**

*Long-Term      Capital.*

----

**EUROPEAN        MICRO HOLDINGS, INC.**

**Quantitative      and Qualitative Disclosures About Market Risk.**

*Reporting      Currency*

*Hedging      and Currency Management Activities*
* *

**Item      3. Controls and Procedures**

**(a)**
**Evaluation      of Disclosure Controls and Procedures:**

**(b)**
**Changes      in Internal Controls:**

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**EUROPEAN        MICRO HOLDINGS, INC.**

**PART      II**

**Item      1.**
**Legal      Proceedings**
**.**

**Item      2.**
**Unregistered      Sales of Equity Securities and Use of Proceeds**
**.**

**Item      3.**
**Defaults      Upon Senior Securities**
**.**

**Item      4.**
**Submission      of Matters to a Vote of Security Holders**
**.**

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**EUROPEAN        MICRO HOLDINGS, INC.**

**Item      5.**
**Other      Information**
**.**

**Item      6.**
**Exhibits**
**.**

| **Exhibit                No.** |   | **Description**                                                                                                                                 |   | **Location**                                                                                                                                                                    |
|--------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 2.01                           |   | Agreement                for the Acquisition of Sunbelt (UK) Limited by European Micro Plc                dated                October 26, 1998 |   | Incorporated                by reference as Exhibit 2.01 to the Company’s Quarterly Report on                Form 10-QSB filed on November 13, 1998.            |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 2.02                           |   | Merger                Agreement re: AMCC dated June 29, 1999                                                                                    |   | Incorporated                by reference as Exhibit 2.02 to the Company’s Annual Report on Form 10-KSB                filed on September 28, 1999.                        |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 2.03                           |   | Plan                of 1999 Merger re: AMCC dated June 29, 1999                                                                                 |   | Incorporated                by reference as Exhibit 2.03 to the Company’s Annual Report on Form 10-KSB                filed on September 28, 1999.                        |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 2.04                           |   | Articles                of Merger re: AMCC dated June 29, 1999                                                                                  |   | Incorporated                by reference as Exhibit 2.04 to the Company’s Annual Report on Form 10-KSB                filed on September 28, 1999.                        |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 2.05                           |   | Amendment                to Merger Agreement re: AMCC dated October 2, 2000                                                                     |   | Incorporated                by reference as Exhibit 2.05 to the Company’s Registration Statement on                Form S-1 filed on October 27, 2000.                    |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 3.01                           |   | Articles                of Incorporation                                                                                                        |   | Incorporated                by reference as Exhibit No. 3.01 to the Company’s Registration Statement                on Form S-1 filed on January 16, 1998.                |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 3.02                           |   | Certificate                of Amendment of Articles of Incorporation                                                                            |   | Incorporated                by reference as Exhibit 3.02 to the Company’s Quarterly Report on Form                10-QSB filed on May 13, 1998.                           |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 3.03                           |   | Bylaws                                                                                                                                          |   | Incorporated                by reference as Exhibit No. 3.02 to the Company’s Registration Statement                on Form S-1 filed on January 16, 1998.                |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 4.01                           |   | Form                of Stock Certificate                                                                                                        |   | Incorporated                by reference as Exhibit No. 4.01 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                 |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 4.02                           |   | 1998                Stock Incentive Plan                                                                                                        |   | Incorporated                by reference as Exhibit No. 4.02 to the Company’s Registration Statement                on Form S-1 filed on January 16, 1998.                |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 4.03                           |   | 1998                Stock Employee Stock Purchase Plan                                                                                          |   | Incorporated                by reference as Exhibit No. 4.03 to the Company’s Registration Statement                on Form S-1 filed on January 16, 1998.                |
|                           |   |                                                                                                                                            |   |                                                                                                                                                                            |
| 4.04                           |   | Form                of Lock-up Agreement                                                                                                        |   | Incorporated                by reference as Exhibit No. 4.04 to the Company’s Registration Statement                on Form S-1/A filed on March 24,                1998. |

|   |   |                                                                                               |   |                                                                                                                                                                            |
|--------|--------|----------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.01  |   | Form                of Advice of Borrowing Terms with National Westminster Bank                Plc |   | Incorporated                by reference as Exhibit No. 10.01 to the Company’s Registration Statement                on Form S-1/A filed on March 6,                1998. |

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**EUROPEAN        MICRO HOLDINGS, INC.**

| **Exhibit                No.** |   | **Description** |   | **Location** |
|--------------------------------|--------|-----------------|--------|--------------|

|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.02  |   | Invoice                Discounting Agreement with Lombard NatWest Discounting Limited, dated                November 21, 1996                                                                                                                                                                                                                                                                                                                                                                            |   | Incorporated                by reference as Exhibit No. 10.02 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.03  |   | Commercial                Credit Insurance, policy number 60322, with Hermes Kreditversicherungs-AG                dated August 1, 1995                                                                                                                                                                                                                                                                                                                                                                  |   | Incorporated                by reference as Exhibit No. 10.03 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.04  |   | Commercial                Credit Insurance, policy number 82692, with Hermes Kreditversicherungs-AG                dated August 1, 1995                                                                                                                                                                                                                                                                                                                                                                  |   | Incorporated                by reference as Exhibit No. 10.04 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.05  |   | Consignment                Agreement with European Micro Computer B.V., dated January                1996                                                                                                                                                                                                                                                                                                                                                                                                |   | Incorporated                by reference as Exhibit No. 10.05 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.06  |   | Stockholders’                Cross-Purchase Agreement by and between Jeffrey Gerard Alnwick, Marie                Alnwick, European Micro Plc and Big Blue Europe, B.V. dated August                21,                1997                                                                                                                                                                                                                                                                        |   | Incorporated                by reference as Exhibit No. 10.07 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.07  |   | Trusteed                Stockholders Cross-Purchase Agreement by and between John B. Gallagher,                Harry D. Shields, Thomas H. Minkoff, Trustee of the Gallagher Family                Trust, Robert H. True and Stuart S. Southard, Trustees of the Henry                Daniel                Shields 1997 Irrevocable Educational Trust, European Micro Holdings,                Inc.                and SunTrust Bank, Nashville, N.A., as Trustee dated January 31,                1998 |   | Incorporated                by reference as Exhibit No. 10.08 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.08  |   | Executive                Employment Agreement between John B. Gallagher and European Micro                Holdings, Inc. effective as of January 1, 1998                                                                                                                                                                                                                                                                                                                                                 |   | Incorporated                by reference as Exhibit No. 10.09 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.09  |   | Executive                Employment Agreement between Harry D. Shields and European Micro                Holdings,                Inc. effective as of January 1, 1998                                                                                                                                                                                                                                                                                                                                   |   | Incorporated                by reference as Exhibit No. 10.10 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.10  |   | Contract                of Employment Agreement between Laurence Gilbert and European Micro                UK                dated March 14, 1998                                                                                                                                                                                                                                                                                                                                                        |   | Incorporated                by reference as Exhibit No. 10.11 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |                                                                                                                                                                            |
| 10.11  |   | Subscription                Agreement by and between John B. Gallagher, Harry D. Shields, Thomas                H.                Minkoff, Trustee of the Gallagher Family Trust, Robert H. True and                Stuart                S. Southard, Trustees of the Henry Daniel Shields 1997 Irrevocable                Educational Trust, European Micro Holdings, Inc. effective as of                January                31, 1998                                                              |   | Incorporated                by reference as Exhibit No. 10.13 to the Company’s Registration Statement                on Form S-1/A filed on March 6,                1998. |

|   |   |                                                                                                                                                                                    |   |                                                                                                                                                                            |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.12  |   | Administrative                Services Contract by and between European Micro Holdings, Inc. and                European Micro Plc effective as of January 1, 1998                      |   | Incorporated                by reference as Exhibit No. 10.14 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.                |
|   |   |                                                                                                                                                                                    |   |                                                                                                                                                                            |
| 10.13  |   | Escrow                Agreement between European Micro Holdings, Inc., Tarpon Scurry                Investments, Inc. and The Chase Manhattan dated as of March 24,                1998 |   | Incorporated                by reference as Exhibit No. 10.15 to the Company’s Registration Statement                on Form S-1/A filed on March 6,                1998. |

|   |   |                                                                          |   |                                                                                                                                                                            |
|--------|--------|-------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.14  |   | Form                of Indemnification Agreements with officers and directors |   | Incorporated                by reference as Exhibit No. 10.16 to the Company’s Registration Statement                on Form S-1/A filed on March 6,                1998. |

----

**EUROPEAN          MICRO HOLDINGS, INC.**

| **Exhibit                No.** |   | **Description** |   | **Location** |
|--------------------------------|--------|-----------------|--------|--------------|

|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15  |   | Form                of Transfer Agent Agreement with Chase Mellon Stockholder Services,                L.L.C.                                                                                                        |   | Incorporated                by reference as Exhibit No. 10.17 to the Company’s Registration Statement                on Form S-1/A filed on March 6, 1998.      |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.16  |   | Form                of Credit Agreement by and between European Micro UK and National                Westminster Bank Plc                                                                                            |   | Incorporated                by reference as Exhibit No. 10.17 to the Company’s Annual Report on Form                10-KSB filed on September 28, 1998.         |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.17  |   | Consulting                Contract dated September 10, 1998 by and between European Micro Holdings,                Inc. and The Equity Group                                                                         |   | Incorporated                by reference as Exhibit 10.19 to the Company’s Quarterly Report on                Form 10-QSB filed on November 13, 1998. |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.18  |   | Employment                Agreement dated July 1, 1999 between John B. Gallagher and American                Micro                                                                                                   |   | Incorporated                by reference as Exhibit 10.21 to the Company’s Annual Report on Form                10-KSB filed on September 28, 1999.             |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.19  |   | Revolving                Loan Agreement dated October 5, 2000 between American Micro and                SouthTrust Bank re: Line of Credit to American Micro                                                    |   | Incorporated                by reference as Exhibit 10.19 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.20  |   | First                Amendment to Loan Agreement dated October 5, 2000 among the Company,                American Micro, Nor’Easter and SouthTrust Bank, N.A. re: Term Loan to the                Company |   | Incorporated                by reference as Exhibit 10.20 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.21  |   | Revolving                Loan Agreement dated October 5, 2000 between Nor’Easter and                SouthTrust Bank re: Line of Credit to Nor’Easter                                                |   | Incorporated                by reference as Exhibit 10.21 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.22  |   | Loan                Agreement dated October 28, 1999 among the Company, American Micro,                Nor’Easter and SouthTrust Bank, N.A. re: Term Loan to the                Company                        |   | Incorporated                by reference as Exhibit 10.23 to the Company’s Quarterly Report on                Form 10-QSB filed on November 15, 1999.      |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.23  |   | Security                Agreement dated October 5, 2000 between Nor’Easter and SouthTrust                Bank                                                                                                  |   | Incorporated                by reference as Exhibit 10.23 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.24  |   | Security                Agreement dated October 5, 2000 between American Micro and SouthTrust                Bank                                                                                                    |   | Incorporated                by reference as Exhibit 10.24 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.25  |   | Line                of Credit Note given by Nor’Easter to SouthTrust Bank                                                                                                                                      |   | Incorporated                by reference as Exhibit 10.25 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.26  |   | Line                of Credit Note given by American Micro to SouthTrust Bank                                                                                                                                        |   | Incorporated                by reference as Exhibit 10.26 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.27  |   | Unconditional                Guaranty given by Harry Shields to SouthTrust Bank Re: American                Micro                                                                                                    |   | Incorporated                by reference as Exhibit 10.27 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.28  |   | Unconditional                Guaranty given by John Gallagher to SouthTrust Bank Re: American                Micro                                                                                                   |   | Incorporated                by reference as Exhibit 10.28 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |
|   |   |                                                                                                                                                                                                                 |   |                                                                                                                                                                  |
| 10.29  |   | Amended                and Restated Unlimited Guaranty Agreement dated October 5, 2000 between                Harry Shields and SouthTrust Bank                                                                      |   | Incorporated                by reference as Exhibit 10.29 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000.               |

----

**EUROPEAN          MICRO HOLDINGS, INC.**

| **Exhibit                No.** |   | **Description** |   | **Location** |
|--------------------------------|--------|-----------------|--------|--------------|

|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.30  |   | Amended                and Restated Unlimited Guaranty Agreement dated October 5, 2000 between                John Gallagher and SouthTrust Bank                                |   | Incorporated                by reference as Exhibit 10.30 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.31  |   | Unconditional                Guaranty given by John Gallagher to SouthTrust Bank Re:                Nor’Easter                                                            |   | Incorporated                by reference as Exhibit 10.31 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.32  |   | Unconditional                Guaranty given by Harry Shields to SouthTrust Bank Re:                Nor’Easter                                                             |   | Incorporated                by reference as Exhibit 10.32 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.33  |   | Specific                Agreement for the Provision of Professional Services dated as of                March 17,                2000 between the Company and Cap Gemini UK Plc |   | Incorporated                by reference as Exhibit 10.25 to the Company’s Quarterly Report on Form                10-QSB filed on May 15, 2000.  |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.34  |   | Equity                Line of Credit Agreement dated as of August 24, 2000, between the                Company                and Spinneret Financial System, Ltd.              |   | Incorporated                by reference as Exhibit 10.34 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.35  |   | Registration                Rights Agreement dated as of August 24, 2000, between the Company                and                Spinneret Financial System, Ltd.                |   | Incorporated                by reference as Exhibit 10.35 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.36  |   | Warrant                to Purchase Common Stock dated as of August 24, 2000, given by the                Company                to Spinneret Financial System, Ltd.             |   | Incorporated                by reference as Exhibit 10.36 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.37  |   | Warrant                to Purchase Common Stock dated as of August 24, 2000, given by the                Company                to the May Davis Group, Inc.                    |   | Incorporated                by reference as Exhibit 10.37 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.38  |   | Registration                Rights Agreement dated as of August 24, 2000, between the Company                and the                May Davis Group, Inc.                       |   | Incorporated                by reference as Exhibit 10.38 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 10.39  |   | Placement                Agent Agreement dated as of August 24, 2000, between the Company                and the                May Davis Group, Inc.                           |   | Incorporated                by reference as Exhibit 10.39 to the Company’s Annual Report on Form                10-KSB filed on October 11, 2000. |
|   |   |                                                                                                                                                                            |   |                                                                                                                                                    |
| 14.01  |   | Code                of Ethics                                                                                                                                                   |   | Incorporated                by reference as Exhibit 14.01 to the Company’s Annual Report on Form                10-KSB filed on October 12, 2006. |

----

**EUROPEAN          MICRO HOLDINGS, INC.**

**SIGNATURES**

| Dated:                October                16, 2006 |                                             |                                 |
|-------------------------------------------------------|--------------------------------------------------|--------------------------------------|
|                                                  | **EUROPEAN                MICRO HOLDINGS, INC.** |
|                                             |                                        |                            |
|                                                  | By:                                    | */s/              John B. Gallagher* |
|                                                  | John                B. Gallagher, Co-President   |

|   |                                            |                                |
|--------|-------------------------------------------------|-------------------------------------|
|   | By:                                   | */s/              Harry D. Shields* |
|   | Harry                  D. Shields, Co-President |

----