**UNITED      STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

**FORM      10-KSB**

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

**For      the fiscal year ended June 30, 2007**

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

**For      the transition period from _________ to ________**

**EUROPEAN      MICRO HOLDINGS, INC.**

| **Nevada**                                                                                              | **65-0803752**                                                             |
|---------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------|
| (State                or other jurisdiction of                                                          | (IRS                Employer                                               |
| incorporation                or organization)                                                           | Identification                Number)                                      |
|                                                                                                    |                                                                       |
| **2631                East Oakland Park Blvd, Suite 201, Ft. Lauderdale, Florida                33306** |
| (Address                of principal executive offices) (Zip Code)                                      |
|                                                                                                    |                                                                       |
| **Issuer’s                telephone number:**                                                     | **(954)                524-1888**                                          |
|                                                                                                    |                                                                       |
| **Securities                registered pursuant to Section 12(g) of the Act:**                          |                                                                       |
|                                                                                                    |                                                                       |
| **Title                of each class**                                                                  | **None**                                                                   |
|                                                                                                    |                                                                       |
| **Name                of each exchange on which registered**                                            | **None**                                                                   |
|                                                                                                    |                                                                       |
| **Securities                registered pursuant to Section 12(g) of the Act:**                          | **Common                Stock, par value $0.001 per                share** |

**Check      whether the Issuer (1 ) filed all reports required to be filed by section 13      or      15 (d) of the Exchange Act during the past 12 months (or for such shorter period      that the registrant was required to file such reports), and (2) has been subject      to such filing requirements for the past 90 days. **

**1. Yes**
** o       No**
** x                 2. Yes**** o Nox**

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

**State      Issuer’s Revenues for its most recent fiscal year:**
**______________**

**State      the aggregate market value of the voting stock held by nonaffiliates of the      registrant. The aggregate market value shall be computed by reference to the      price at which the stock was sold, or the average bid and asked prices of such      stock, as of a specified date within the past 60 days.**

**The      market value of shares held by nonaffiliates is $100,618 based on the bid price      of $0.06 per share at September 30, 2007.**

**As      of September 30, 2007, the Company had 5,029,667 shares of common stock issued      and outstanding.**

**DOCUMENTS      INCORPORATED BY REFERENCE**

**None**

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**PART        I**

**I**
**TEM**
**          1. D**
**ESCRIPTION**
** OF          B**
**USINESS**
**.**

**GENERAL        DESCRIPTION OF BUSINESS**

*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**

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**Industry**

**Strategy**

**Products      and Customers**

**Sources      of Supply**

**Sales      and Marketing**

**Competition**

**Employees**

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**ITEM        2. DESCRIPTION OF PROPERTIES.**

**ITEM        3. LEGAL PROCEEDINGS.**

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

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**PART        II**

**ITEM        5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER        MATTERS.**

|                                                            |   | **Fiscal                  Year 2007** |   |
|-----------------------------------------------------------------|--------|---------------------------------------|--------|
|                                                            |   | **High**                              |   | **Low** |   |
| First                  Quarter (July 2006 to September 2006)    |   | $                                     | 0.03   |   | $ | 0.03 |   |
| Second                  Quarter (October 2006 to December 2006) |   |                                  | 0.07   |   |   | 0.03 |   |
| Third                  Quarter (January 2007 to March 2007)     |   |                                  | 0.08   |   |   | 0.07 |   |
| Fourth                  Quarter (April 2007 to June 2007)       |   |                                  | 0.07   |   |   | 0.04 |   |

|                                                            |   | **Fiscal                  Year 2006** |   |
|-----------------------------------------------------------------|--------|---------------------------------------|--------|
|                                                            |   | **High**                              |   | **Low** |   |
| First                  Quarter (July 2005 to September 2005)    |   | $                                     | 0.03   |   | $ | 0.03 |   |
| Second                  Quarter (October 2005 to December 2005) |   |                                  | 0.03   |   |   | 0.03 |   |
| Third                  Quarter (January 2006 to March 2006)     |   |                                  | 0.03   |   |   | 0.03 |   |
| Fourth                  Quarter (April 2006 to June 2006)       |   |                                  | 0.03   |   |   | 0.03 |   |

**Dividends**

**Recent      Sales of Unregistered Securities**

**ITEM        6. PLAN OF OPERATIONS.**

**Critical      Accounting Estimates**

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**Recent      Accounting Pronouncements **

*Effects      of Prior Year Misstatements *

*Accounting      for Income Taxes*

*Fair      Value Measurements*

*Fair      Value Option for Financial Assets and Financial Liabilities*

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**Liquidity      and Capital Resources**

*General.*

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**Currency      Risk Management**

*Reporting      Currency*

**ITEM        7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.**

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

**ITEM        8A. CONTROLS AND PROCEDURES**

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

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

**ITEM      8B. OTHER INFORMATION**

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**PART      III**

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

| **Class                III Directors—Present Term**                   |
|-----------------------------------------------------------------------------|
|                                                                        |   |
| **John                B. Gallagher**Age                52    | Mr.                Gallagher is co-founder of the Company and European Micro Plc, a                wholly-owned subsidiary of the Company. He has served as Co-Chairman,                Co-President and Director of the Company since it was formed in December                1997. Mr. Gallagher has also served as Co-Chairman and Director of                European Micro Plc since it was formed in 1991 and as President,                Secretary, Treasurer and Director of American Micro Computer Center,                Inc.,                a computer distributor, since 1999. Between 1989 and 1999, Mr. Gallagher                served as President of American Surgical Supply Corp. of Florida                d/b/a                American Micro Computer Center until it was acquired by the Company                in                1999 and changed its name to American Micro Computer Center, Inc.                He was a                Director and President of Ameritech Exports, a computer distributor,                from                1992 to 1997. Mr. Gallagher is an attorney with a Bachelor of Arts                and a                Juris Doctorate from the University of Florida. |
|                                                                        |   |
| **Harry                D. Shields**Age                57          | Mr.                Shields is co-founder of the Company and European Micro Plc, a                wholly-owned subsidiary of the Company. He has served as Co-Chairman,                Co-President and Director of the Company since it was formed in December                1997. Mr. Shields has also served as Co-Chairman and Director of                European                Micro Plc since it was formed in 1991. Mr. Shields had been Vice                President                and a Director of American Micro Computer Center, Inc. from its                acquisition in 1999 to August 31, 2001. He served as President of                Technology Express, a computer distributor, from 1986 to 2003, and                was a                Director of Ameritech Exports, a computer distributor, from 1992                to 1997.                Mr. Shields has a Bachelor of Arts from DePaul University and a Masters                of                Science from the University of                Tennessee. |

**Executive      Officer**

| **Jay                Nash**Age                45 | Mr.                Nash has been Chief Financial Officer, Controller, Secretary and                Treasurer                of the Company since January 1998. He had also been Assistant Secretary                and a Director of American Micro Computer Center, Inc. since 1999.                He had                served as Vice President of Technology Express, Inc., a computer                distributor, since 1992 and was an accountant with Jacques Miller,                a real                estate firm, from 1986 to 1992 and KPMG LLP, an accounting firm,                from 1983                to 1986. Mr. Nash is a Certified Public Accountant with a Bachelor                of                Science in Accounting from the University of                Tennessee. |
|--------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**ITEM        10. EXECUTIVE COMPENSATION.**

**Executive      Compensation **

**Summary      Compensation Table**

|                                                    |   |                                 |   | **Annual                Compensation** |   | **Long-Term****Compensation** |   |                                                  |   |
|---------------------------------------------------------|--------|--------------------------------------|--------|----------------------------------------|--------|-------------------------------|--------|-------------------------------------------------------|--------|
|  **Name                and Principal Position(s)** |   |  **Fiscal                Year** |   |   **Salary**                 |   |   **Bonus**         |   |  **Other                Annual****Compensation** |   | **No.                of Stock Options****Granted** |   |  **All                Other****Compensation** |   |
|                                                    |   |                                 |   |                                   |   |                          |   |                                                  |   |   |   |   |   |
| John                B. Gallagher                        |   |                                 | 2007   |                                   | $      | 0                             |   | $                                                     | 0      |   | $ | 0 |   |   | 0 |   | $ | 0 |   |
| Co-Chairman                and Co-President             |   |                                 | 2006   |                                   |   | 0                             |   |                                                  | 0      |   |   | 0 |   |   | 0 |   |   | 0 |   |
|                                                    |   |                                 | 2005   |                                   | $      | 175,000                       |   |                                                  | 0      |   |   | 0 |   |   | 0 |   |   | 0 |   |
|                                                    |   |                                 |   |                                   |   |                          |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |
| Harry                D. Shields                         |   |                                 | 2007   |                                   | $      | 0                             |   | $                                                     | 0      |   | $ | 0 |   |   | 0 |   | $ | 0 |   |
| Co-Chairman                and Co-President             |   |                                 | 2006   |                                   |   | 0                             |   |                                                  | 0      |   |   | 0 |   |   | 0 |   |   | 0 |   |
|                                                    |   |                                 | 2005   |                                   | $      | 125,000                       |   |                                                  | 0      |   |   | 0 |   |   | 0 |   |   | 0 |   |
|                                                    |   |                                 |   |                                   |   |                          |   |                                                  |   |   |   |   |   |   |   |   |   |   |   |
| Jay                Nash                                 |   |                                 | 2007   |                                   | $      | 0                             |   | $                                                     | 0      |   | $ | 0 |   |   | 0 |   | $ | 0 |   |
| Chief                Financial Officer, Controller,     |   |                                 | 2006   |                                   |   | 0                             |   |                                                  | 0      |   |   | 0 |   |   | 0 |   |   | 0 |   |
| Secretary                and Treasurer                  |   |                                 | 2005   |                                   | $      | 85,000                        |   |                                                  | 0      |   |   | 0 |   |   | 0 |   |   | 0 |   |

**Option      Grants in Fiscal 2007**

**Option      Exercises and Values for Fiscal 2007**

**Employment      Agreements**

***Employment      Agreements with the Chief Executive Officers***
*.      *

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***Employment      Agreements with Other Named Executive Officers***
*.      *

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

**Directors      and Executive Officers **

|  **Name                and Address**            |   | **Shares                Beneficially Owned** |      | **Percent                of****Class** |   |
|------------------------------------------------------|--------|----------------------------------------------|-----------|----------------------------------------|--------|
| John                B. Gallagher                     |   |                                         | 1,750,000 |                                   |   | 34.8 | % |
| Harry                D. Shields                      |   |                                         | 1,602,696 |                                   |   | 31.9 | % |
| All                officers and directors as a group |   |                                         | 3,352,696 |                                   |   | 66.7 | % |

**Section      16(a) Beneficial Ownership Reporting Compliance**

**Stockholders      Agreement**

**Code      of Ethics**

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

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**ITEM            13. EXHIBITSAND FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM            8-K.**

**Financial      Statements.**

| **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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| **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. |

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

----

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

----

**ITEM        14. PRINCIPAL ACCOUNTING FEESAND SERVICES.**

| 2007 |   | $ | 11,000 |   |
|------|--------|---|--------|--------|
| 2006 |   | $ | 11,000 |   |

| 2007    |   | $ | - |   |
|------------------------|--------|---|---|--------|
| 2006                   |   | $ | - |   |

**SIGNATURES**

|         |                                             |                                            |
|--------------|--------------------------------------------------|-------------------------------------------------|
|         | **EUROPEAN                MICRO HOLDINGS, INC.** |
|    |                                        |                                       |
|              | By:                                    | /s/              John              B. Gallagher |
|         | John                B. GallagherCo-President     |

| **SIGNATURE**                                                          |   | **TITLE**                                                                                                         |   | **DATE**                        |
|------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------|--------|---------------------------------|
|                                                                   |   |                                                                                                              |   |                            |
|                                                                   |   |                                                                                                              |   |                            |
| */s/                Harry D. Shields*Harry                D. Shields   |   | Co-Chairman;                Co-President (Principal Executive Officer); Director                                  |   | October                10, 2007 |
|                                                                   |   |                                                                                                              |   |                            |
|                                                                   |   |                                                                                                              |   |                            |
| */s/                John B. Gallagher*John                B. Gallagher |   | Co-Chairman;                Co-President (Principal Executive Officer); Director                                  |   | October                10, 2007 |
|                                                                   |   |                                                                                                              |   |                            |
|                                                                   |   |                                                                                                              |   |                            |
| */s/                Jay P. Nash*Jay                P. Nash             |   | Chief                Financial Officer and Controller (Principal Financial Officer and                Controller) |   | October                10, 2007 |

----

**Index        to the Financial Statements **

| **European                  Micro Holdings, Inc. and Subsidiaries**                                                                                                               |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                              |   |
| Report                  of Independent Registered Public Accounting Firm                                                                                                          | F-2    |
|                                                                                                                                                                              |   |
| Consolidated                  Statement of Net Assets in Liquidation as of June 30, 2007 (Liquidation                  Basis)                                                     | F-3    |
|                                                                                                                                                                              |   |
| Consolidated                  Statements of Changes in Net Assets in Liquidation for the years                  ended                  June 30, 2007 and 2006 (Liquidation Basis) | F-4    |
|                                                                                                                                                                              |   |
| Consolidated                  Statements of Cash Flows for the years ended June 30, 2007 and                  2006                  (Liquidation Basis)                           | F-5    |
|                                                                                                                                                                              |   |
| Notes                  to Consolidated Financial Statements as of June 30, 2007                                                                                                   | F-6    |

----

**REPORT        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

----

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

**Consolidated        Statement of Net Assets in Liquidation**

**(Liquidation        Basis)**

|                                |   |                               |   |
|-------------------------------------|--------|------------------------------------|--------|
|                                     |   | **June                  30, 2007** |   |
| **ASSETS**                          |   |                               |   |
| **ASSETS:**                         |   |                               |   |
| Cash                                |   | $                                  | -      |   |
|                                |   |                               |   |   |
| ***TOTAL                  ASSETS*** |   | $                                  | -      |   |

| **LIABILITIES**                                                          |   |   |   |
|--------------------------------------------------------------------------|--------|--------|--------|
| **LIABILITIES:**                                                         |   |   |   |
| Accrued                  expenses and other liabilities                  |   | $      | 19     |   |
| Due                  to related parties                                  |   |   | 79     |   |
|                                                                     |   |   |   |   |
| ***TOTAL                  LIABILITIES***                                 |   | $      | 98     |   |
|                                                                     |   |   |   |   |
| ***COMMITMENT                  AND CONTINGENCIES***                      |   |   |   |   |
|                                                                     |   |   |   |   |
| ***DEFICIENCY                  IN NET ASSETS AVAILABLE IN LIQUIDATION*** |   | $      | (98    | ) |

----

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

**Consolidated        Statements of**
**        Changes in Net Assets in Liquidation f**
**or        the years ended**

**June        30, 2007 and 2006**

**(Liquidation        Basis) **

|                                                                                                  |   | **2007** |    | **2006** |   |
|-------------------------------------------------------------------------------------------------------|--------|----------|---------|----------|--------|
| **SALES:**                                                                                            |   |     |    |     |   |
| Net                  sales                                                                            |   | $        | -       |     | $      | - |   |
|                                                                                                  |   |     |    |     |   |   |   |
| **COST                  OF GOODS SOLD:**                                                              |   |     |    |     |   |   |   |
| Cost                  of goods sold                                                                   |   |     | -       |     |   | - |   |
|                                                                                                  |   |     |         |     |   |  |   |
| **GROSS                  PROFIT**                                                                     |   |     | **-**   |     |   | **-** |   |
|                                                                                                  |   |     |    |     |   |   |   |
| **OPERATING                  EXPENSES:**                                                              |   |     |    |     |   |   |   |
| Selling,                  general and administrative expenses                                         |   |     | (51     | )        |   | (62 | ) |
|                                                                                                  |   |     |         |     |   |  |   |
| **LOSS                  FROM OPERATIONS**                                                             |   |     | **(51** | **)**    |   | **(62** | **)** |
|                                                                                                  |   |     |    |     |   |   |   |
| **OTHER                  INCOME**                                                                     |   |     |    |     |   |   |   |
| Interest                  Income                                                                      |   |     | -       |     |   | - |   |
|                                                                                                  |   |     |         |     |   |  |   |
| **TOTAL                  OTHER INCOME**                                                               |   |     | **-**   |     |   | **-** |   |
|                                                                                                  |   |     |         |     |   |  |   |
| **NET                  LOSS**                                                                         |   |     | **(51** | **)**    |   | **(62** | **)** |
|                                                                                                  |   |     |    |     |   |   |   |
| **NET                  ASSETS (DEFICIENCY) BEGINNING OF PERIOD**                                      |   |     | **(47** | **)**    |   | **216** |   |
|                                                                                                  |   |     |    |     |   |   |   |
| **LESS                  DISTRIBUTION TO COMMON SHAREHOLDERS**                                         |   |     | **-**   |     |   | **(200** | **)** |
|                                                                                                  |   |     |    |     |   |   |   |
| **EFFECT                  OF FOREIGN EXCHANGE RATES**                                                 |   |     | **-**   |     |   | **(1** | **)** |
|                                                                                                  |   |     |         |     |   |  |   |
| **DEFICIENCY                  IN NET ASSETS AVAILABLE IN LIQUIDATION END OF                  PERIOD** |   | **$**    | **(98** | **)**    | **$**  | **(47** | **)** |

----

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

**Consolidated        Statements of Cash Flows**

**For        the years ended June 30, 2007 and 2006**

**(Liquidation        Basis)**

|                                                       |   | **2007** |   | **2006** |   |
|------------------------------------------------------------|--------|----------|--------|----------|--------|
| **CASH                  FLOWS FROM OPERATING ACTIVITIES:** |   |     |   |     |   |
| Net                  loss                                  |   | $        | (51    | )        | $      | (62 | ) |
| *Changes                  in assets and liabilities*       |   |     |   |     |   |   |   |
| Income                  taxes receivable                   |   |     | -      |     |   | 22 |   |
| Accrued                  expenses and other liabilities    |   |     | (50    | )        |   | (161 | ) |
| Due                  to related parties                    |   |     | 79     |     |   | - |   |
|                                                       |   |     |        |     |   |  |   |
| *Net                  cash used in operating activities*   |   |     | (22    | )        |   | (201 | ) |
|                                                       |   |     |        |     |   |  |   |
| **CASH                  FLOWS FROM FINANCING ACTIVITIES:** |   |     |   |     |   |   |   |
| Distribution                  to common shareholders       |   |     | -      |     |   | (200 | ) |
|                                                       |   |     |        |     |   |  |   |
| *Net                  cash used in financing activities*   |   |     | -      |     |   | (200 | ) |
|                                                       |   |     |        |     |   |  |   |
| Effect                  of foreign exchange rates          |   |     | -      |     |   | (1 | ) |
|                                                       |   |     |        |     |   |  |   |
| **NET                  DECREASE IN CASH**                  |   |     | (22    | )        |   | (402 | ) |
| Cash                  at beginning of year                 |   |     | 22     |     |   | 424 |   |
|                                                       |   |     |        |     |   |  |   |
| **CASH                  AT END OF YEAR**                   |   | $        | -      |     | $      | 22 |   |

----

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

**Notes        to the Consolidated Financial Statements**

**As        of June 30, 2007**

| **Note                1** | **Summary                  of Significant Accounting Policies and                  Organization** |
|---------------------------|---------------------------------------------------------------------------------------------------|

|   | **(A)                  Organization** |
|--------|---------------------------------------|

----

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

**Notes        to the Consolidated Financial Statements**

**As        of June 30, 2007**
*        (continued)*

**Summary        of Significant Accounting Policies and Organization **
*(continued)*

**(B)        Principles of Consolidation**

**(C)        Basis of Presentation**

**(D)        Use of Estimates**

**(E)        Income Taxes**

**(F)        Fair Value of Financial Instruments**

----

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

**Notes        to the Consolidated Financial Statements**

**As        of June 30, 2007**
*        (continued)*

**Summary        of Significant Accounting Policies and Organization **
*(continued)*

**(G)        Loss Per Common Share **

**(H)        Adoption of New Accounting Policy **

*Effects        of Prior Year Misstatements *

*Accounting        for Income Taxes*

*an        interpretation of FASB Statement No. 109, Accounting for Income        Taxes*

----

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

**Notes        to the Consolidated Financial Statements**

**As        of June 30, 2007**
*        (continued)*

**Summary        of Significant Accounting Policies and Organization **
*(continued)*

*Fair        Value Measurements*

*Fair        Value Option for Financial Assets and Financial Liabilities*

----

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

**Notes        to the Consolidated Financial Statements**

**As        of June 30, 2007**
*(continued)*

| **2** | **Taxes** |
|-------|-----------|

|   | Provision                  has not been made for U.S. or additional foreign taxes on approximately                  $3,672,000 at June 30, 2000, of undistributed earnings of foreign                  subsidiaries, as those earnings were intended to be permanently                  reinvested. The foreign subsidiaries incurred substantial losses                  in excess                  of undistributed earnings for the years ended June 30, 2005, 2004,                  2003,                  2002 and 2001, and as a result there are no longer any undistributed                  earnings from foreign subsidiaries that could be repatriated to                  the                  US. |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                    |   | **Years                  ended June 30,** |   |
|-----------------------------------------------------------------------------------------|--------|-------------------------------------------|--------|
|                                                                                    |   | **2007**                                  |   | **2006** |   |
| US                  federal statutory rate on loss before                  income taxes |   | $                                         | (17    | ) | $ | (20 | ) |
| Change                  in valuation allowance                                          |   |                                      | 17     |   |   | 20 |   |
|                                                                                    |   |                                      |        |   |   |  |   |
| Income                  tax benefit                                                     |   | $                                         | -      |   | $ | - |   |

|                                                                                                                      |   | **June                  30, 2007** |   |
|---------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------|--------|
| *Deferred                  tax assets:*                                                                                   |   |                               |   |
| Property                  and equipment, principally due to differences                  in depreciation and amortization |   | $                                  | 1,236  |   |
| Net                  operating loss carry forwards                                                                        |   |                               | 1,921  |   |
| Other                                                                                                                     |   |                               | 386    |   |
|                                                                                                                      |   |                               |        |   |
| Total                  gross deferred tax assets                                                                          |   |                               | 3,543  |   |
| Valuation                  allowance                                                                                      |   |                               | (3,543 | ) |
|                                                                                                                      |   |                               |        |   |
| Net                  deferred tax assets                                                                                  |   | $                                  | -0-    |   |

----

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

**Notes        to the Consolidated Financial Statements**

**As        of June 30, 2007**
*(continued)*

| **3** | **Related                  Party Information** |
|-------|------------------------------------------------|

*Nature        of related party relationships*

***Harry        Shields***

***John        B. Gallagher***

| **4** | **Stockholders’                  Equity, Stock Options and Incentive                  Plans** |
|-------|-----------------------------------------------------------------------------------------------------|

**Employee        Stock Purchase Plan**

**Stock        Incentive Plan**

|   | In                  January 1998, European Micro Holdings, Inc. adopted the 1998 Stock                  Incentive Plan (the “Plan”). A total of 500,000 common shares have been                  reserved for issuance under the Plan. As of June 30, 2007 and 2006                  there                  were no outstanding options to purchase common shares. The committee                  may                  grant to such participants as the committee may select options                  entitling                  the participants to purchase shares of common stock for the Company                  in                  such numbers, at such prices and on such terms and subject to such                  conditions, consistent with the terms of the Plan, as may be established                  by the committee. The Plan shall remain in effect until terminated                  by an                  action of the Board. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----