<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on October 30,1997

File No.                                         Commission file number: 0-13409

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        Eurotronics Holdings Incorporated
         (Exact name of registrant as specified in its charter)


               Utah                                           87-0550824
(State or Other Jurisdiction of Incorporation   (Employer Identification Number)
          or Organization)


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

      Written Compensation Contract for Officers, Consultants and Advisors
                            (Full Title of the Plan)

      Melvin Fields, 1130 John Anderson Drive, Ormond Beach, Florida 32176
            (Name, Address, Including Zip Code, of Agent for Service)

Telephone number, including area code, of agent for service: (904) 441-1031

                         CALCULATION OF REGISTRATION FEE
================================= --------------- ------------------------ ------------------------- =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= =============== ======================== ========================= =================
<S>                     <C>           <C>         <C>                      <C>                       <C>    
Common Stock, par value $0.0001       17,000,000  $0.06                    $1,020,000                $309.09
================================= =============== ======================== ========================= =================
</TABLE>
(1)    Bona Fide estimate of maximum  offering price solely for  calculating the
       registration  fee pursuant to Rule 457(h) of the  Securities Act of 1933,
       based on the average bid and asked price of the registrant's common stock
       as of October 30,  1997,  a date within five  business  days prior to the
       date of filing of this registration statement.

       In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
       this  Registration  Statement  also  covers  an  indeterminate  amount of
       interests to be offered or sold pursuant to the Plan described herein.
<PAGE>
           PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

Item 1.  Plan Information                              Section 10(a) Prospectus

Item 2.  Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed  by  Eurotronics  Holdings,  Inc.,  a Utah
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated herein by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1996

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1996.

     3. The description  and specimen  certificate of the Common Stock contained
in the Company's Registration Statement on Form S-18 under the Securities Act of
1933 (the "1933 Act") filed on October 30,  1983,  including  any  amendment  or
report filed for the purpose of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The Company's  common  stock,  par value $0.0001  ("Common  Stock"),  being
registered  pursuant  to this  registration  statement  is  part  of a class  of
securities  registered  under Section 12 of the Exchange  Act. A description  of
such  securities  is contained in the Company's  Registration  Statement on Form
S-18 under the 1933 Act,  filed with the  Commission on October 30, 1983, and is
incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.
<PAGE>

Item 6. Indemnification of Directors and Officers.

     The Company's Bylaws provides that the Company shall indemnify its officers
and directors for any liability,  including reasonable costs of defense, arising
out of any act or  omission  of any officer or director on behalf of the Company
to the fullest extent allowed by the laws of the State of Utah.

     In  actions,  proceedings  and suits  involving  an officer or  director by
reason of their being or having been an officer or director,  other than actions
by or in the right of the corporation, Title 16-10a-901 through Title 16-10a-909
of the Utah Statutes,  which  inclusively  constitute  "Part 9" of Title 16 (the
"Utah Statute") permits a corporation to indemnify directors or officers against
actual and reasonable expenses,  including attorneys fees, judgments,  fines and
amounts paid in settlement. The Utah Statute applies to actions,  proceedings or
suits whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct  if they had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  The board of  directors  acting  through  a quorum  of  disinterested
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstance.   Termination  of  proceedings  by  judgment,  order,  settlement,
conviction  or plea of nolo  contendere  or its  equivalent,  does not of itself
establish a presumption that the officer or director did not meet the applicable
standard of conduct.

     In  actions  by or in the right of the  corporation,  the  corporation  may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

     In all  proceedings,  whether  by or in the  right  of the  corporation  or
otherwise,  the Utah Statute requires  indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of  any  claim,  issue  or  matter  therein.  A Utah
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Utah Statute does not exclude other indemnification rights
to  which  a  director  or  officer  may  be  entitled  under  the  articles  of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

     The  foregoing  discussion of  indemnification  merely  summarizes  certain
aspects of  indemnification  provisions  and is limited by reference to the Utah
Statutes and the Company's Bylaws, as amended.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the  "Securities  Act"), may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

Item 7.   Exemption from Registration Claimed.

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.
<PAGE>

Item 8. Exhibits.

     The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 7.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement.

     (2) To treat,  for the  purpose  of  determining  any  liability  under the
     Securities  Act  of  1933,  each  such  post-effective  amendment  as a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


<PAGE>
                              REOFFER PROSPECTUS

                        EUROTRONICS HOLDINGS INCORPORATED

1,700,000 Shares of Common Stock, $0.0001 Par Value
         The shares of common  stock,  $0.0001 par value (the  "Common  Stock"),
included  herein (the  "Shares"), have been or will be acquired from Eurotronics
Holdings Incorporated, a Utah corporation (the "Company"), pursuant to a written
Compensation  Agreement  executed by and between the Company and Melvin  Fields,
the  Company's  president  and  director   (hereinafter  the  "Selling  Security
Holder").  The Company is issuing the shares directly to Selling Security Holder
for services  rendered and will not be receiving any proceeds from any aspect of
the Shares. Selling Security Holder may offer some or all of the Shares for sale
from time to time at prices and terms negotiated in individual transactions,  in
brokers transactions  negotiated  immediately prior to sale, or in a combination
of the  foregoing.  The  Selling  Security  Holder  and any  broker-dealers  who
participate in selling the Shares may be deemed "underwriters" as defined by the
Securities Act of 1933, as amended (the "Securities  Act").  Commissions paid or
discounts  or  concessions  allowed such  broker-dealers,  as well as any profit
received  on resale of the  Shares by  broker-dealers  purchasing  for their own
accounts may be deemed to be underwriting discounts and commissions. The Selling
Security Holder or purchasers of the Shares will pay all discounts,  commissions
and fees related to any sale of the Shares.

         The  Company's  executive  offices  are  located at 1130 John  Anderson
Drive, Ormond Beach, Florida 32176, and the telephone number is (904) 441-1031.

         The Common Stock is traded on the OTC  Bulletin  Board under the symbol
"EUHI." On October  29,  1997,  the closing  sale price for the Common  Stock as
reported on the OTC Bulletin Board was $0.04.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES  AND EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         THE PURCHASE OF THESE SECURITIES  INVOLVES  SUBSTANTIAL RISK.
         SEE "RISK FACTORS."

         No person has been  authorized  in  connection  with any offering  made
hereby to give any  information or to make any  representation  not contained in
this  Prospectus.  If any such  information is given or any such  representation
made, the information or representation should not be relied upon as having been
authorized  by the  Company.  This  Prospectus  is not an  offer  to  sell  or a
solicitation of an offer to buy any securities  other than the Shares offered by
this Prospectus, nor is it an offer to sell or a solicitation of an offer to buy
any of the Shares  offered  hereby in any  jurisdiction  where it is unlawful to
make such an offer or solicitation.  Neither the delivery of this Prospectus nor
any sale hereunder shall under any  circumstances  imply that the information in
this  Prospectus is correct any time subsequent to October 30, 1997, the date of
this Prospectus.

                              AVAILABLE INFORMATION

         The Company is subject to the reporting  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission (the "SEC").  The Company has filed all reports required of it for at
least the twelve months  preceding this filing.  Such reports,  proxy statements
and other  information  filed by the Company can be inspected  and copied at the
public  reference  facilities  maintained by the SEC in  Washington  D.C. at 450
Fifth Street,  N.W., 20549, and at the following  regional offices located at 26
Federal Plaza,  Room 1100, New York, New York 10278; 219 Dearborn  Street,  Room
1228,  Chicago,  Illinois,  60604;  and at 410  Seventeenth  Street,  Suite 700,
Denver,  Colorado  80202.  Copies of these  materials  can be obtained  from the
Public Reference Section of the Commission,  450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
<PAGE>
         The Company will provide, without charge, to each person to whom a copy
of this  Prospectus  is  delivered,  upon the oral or  written  request  of such
person,  a copy of any and all  information  incorporated by reference into this
Prospectus.  Requests  for such  information  may be directed  to the  Company's
president,  Melvin Fields at 1130 John  Anderson  Drive,  Ormand Beach,  Florida
32176. The Company intends to furnish to its shareholders annual reports,  which
will contain financial statements audited by independent  accountants,  and such
other reports as it may determine to furnish or as may be required by law.

                                   THE COMPANY

         The Company was  incorporated  in Utah in 1982 under the name  Hamilton
Exploration  Co.,  Inc. The Company  adopted its present name in December  1995.
Unless  the  context  indicates  otherwise,  the  term  the  "Company"  includes
Eurotronics  Holdings  Incorporated  and  its  consolidated  subsidiaries.   The
Company's  principle  executive offices are at 1130 John Anderson Drive,  Ormand
Beach,  Florida  32176.  The  Company's  telephone  number  is  (904)  441-1031.
Additional  information  regarding  the  Company  is set forth in the  Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996.

                                  RISK FACTORS

         The Shares offered hereby are  speculative and involve a high degree of
risk. Any or all of these factors could result in the purchaser of Shares losing
some or all of his or her investment. Accordingly, in analyzing this Prospectus,
the purchaser of Shares should carefully consider the following  factors,  among
others, relating to the Company:

         Intended Reorganization and Change of Control.

         The Company is a dormant,  public  company  without any  operations  or
assets.  The Company's  current business plan involves finding a suitable merger
or acquisition candidate who can provide the Company with a basis for successful
operations.  The Company has executed an  Agreement of Merger  pursuant to which
Saxx  Capital,  Inc.,  an  Ontario,  Canada  corporation,  will be merged into a
subsidiary to be formed by the Company. Saxx Capital has been organized in order
to acquire,  manage and lease real estate holdings,  and has obtained  contracts
for the  acquisition  of  properties.  Saxx  Capital is an entity with a limited
operating  history  and there is a risk that Saxx  Capital  will fail to acquire
real estate holdings as it has represented. The Reorganization Agreement is also
subject to contingencies including the formation of the Company's subsidiary and
the execution of a plan of merger under state law. Consequently, the Company can
provide no assurances that the merger with Saxx Capital will be consummated,  or
that if such  merger  is  ultimately  consummated,  that  it  will  prove  to be
profitable, worthwhile or sustainable.

         In  the  past  two   years,   the   Company   has   attempted   similar
reorganizations with two other entities.  In December 1995, the Company acquired
all  outstanding  shares of  Eurotronics  International  Incorporated,  a Nevada
corporation which owned a computer information company specializing in marketing
computer  systems  in  Belgium  ("EII").   The  agreement  to  acquire  EII  was
subsequently  mutually  rescinded  due  to  EII's  failure  to  deliver  audited
financial  statements  pursuant to the  acquisition  contract and the  Company's
ability to generate sufficient financing for the acquisition.  In July 1996, the
Company acquired  InterConnect  West,  Inc., a Utah corporation  which owned and
operated an electronic commerce site appearing on the Internet.  The acquisition
of InterConnect  was  subsequently  rescinded by the Company because the Company
could not raise  sufficient  capital to sustain the operations of  InterConnect.
Given  the  Company's   inability  to  complete  either  of  the  aforementioned
reorganizations,  there is a substantial  risk that the intended  merger of Saxx
Capital, or any subsequent acquisition, may not be completed as intended.

         According  to the  Agreement  for Merger,  the Company  will  undergo a
change of control in which the Company's current Board of Directors will appoint
representatives  from Saxx  Capital to the Board and  subsequently  resign  from
their positions with the Company.  This anticipated change of Company control is
another substantial risk involved with the Common Stock offered hereunder.
<PAGE>
<TABLE>
<CAPTION>

         Substantial Dilution of Shares. Pursuant to the intended reorganization
with Saxx  Capital,  Inc.,  the  Company  has issued  144,500,000  shares of the
Company's common stock to an escrow agent.  The 144,500,000  escrowed shares are
being  issued  in  consideration  for  100%  of the  capital  stock  of  Saxx in
contemplation of the merger into the subsidiary to be formed by the Company. The
escrow  agent is to deliver the shares of Common  Stock to Saxx Capital upon the
closing  of the  Agreement  for  Merger.  The  issuance  to  Saxx  Capital  will
substantially  dilute the current ownership interest in the Company  represented
by the Shares.

         Cash Flow and Liquidity Shortages. The Company's has incurred recurring
net losses since its  inception,  including  net losses of $299,635 and $321,124
for the years of 1995 and 1996,  respectively.  The losses  have been  primarily
attributable  to  general  and  administrative   expenses  attributable  to  the
Company's failed  acquisitions of EII and InterConnect.  Aside from its attempts
to acquire private  companies,  the Company has had no active  operations  since
December  1989. The Company has therefore had few cash  resources.  In the past,
the  Company has  attempted  to satisfy its  obligations  primarily  through the
issuance of its Common Stock. The Company can provide no assurances that it will
be able to continue to meet its obligations in this manner.

         Need for Additional Financing . If and when the Company consummates the
acquisition of Saxx Capital, the Company will likely need immediate financing to
sustain  the short term  operations  of the  Company  and of Saxx  Capital.  The
Company intends to raise such capital through debt or equity financing,  but can
provide no assurances that such financing will be available.

         Limited Market for the Company's Securities. The Company's Common Stock
is traded on the OTC Bulletin Board under the symbol EUHI. However,  even though
there is a public market for the Common Stock,  the Common Stock has a very thin
average daily trading volume.  Accordingly,  it is possible that the shareholder
will not be able to  resell  some or all of his or her  Common  Stock.  The thin
trading  volume may also make the price of the Common Stock more  volatile  than
otherwise.  Hence, the shareholder may not be able to resell the Common Stock at
a price comparable to that currently quoted on the OTC Bulletin Board.

         No Dividends.  The Company has not paid any  dividends  during the last
three  fiscal  years.  Given  the  Company's  limited  cash  flow  and  need for
financing,  the  Company  does  not  anticipate  paying  any  dividends  in  the
foreseeable future.

SELLING SECURITY HOLDER

         The table below sets forth  information  regarding the Selling Security
Holder's interest within the Company and stated herein this Reoffer  Prospectus,
his  relationship to the Company for the last three years,  the amount of Common
Stock he owned prior to acquiring  the Shares,  the amount of Common Stock being
offered hereby, and the amount of Common Stock to be owned after the sales.



-------------------- ------------------- ------------------------- -------------------------- ----------------------
                                             Number of Shares       Number of Shares to be     Number of Shares to
    Registered       Position with the    Beneficially Owned as    Acquired Under the Plan    be Owned after Sales
    Stockholder           Company               of 10/ /97              Offered Hereby
-------------------- ------------------- ------------------------- -------------------------- ----------------------
<S>                    <C>                       <C>                   <C>                          <C>
   Melvin Fields       President and               -0-                    1,700,000                   -0-
                          Director
-------------------- ------------------- ------------------------- -------------------------- ----------------------
</TABLE>
<PAGE>

                              PLAN OF DISTRIBUTION

         The  Selling  Security  Holder may sell the Shares from time to time in
the over-the-counter  market, or otherwise,  at prices and terms then prevailing
or at  prices  related  to the  then  current  market  price,  or in  negotiated
transactions.  However,  the  Selling  Security  Holder will not sell any of the
Shares until the Company has filed a Form 8-K containing  information related to
the merger with Saxx Capital,  including  audited  financial  statements of Saxx
Capital.  The Selling  Security  Holder  expects to employ brokers or dealers in
order to sell the Shares.  Brokers or dealers  engaged by the  Selling  Security
Holders may arrange for other  brokers or dealers to  participate  in  effecting
sales. Brokers or dealers will receive commissions or discounts from the Selling
Security  Holders or from  purchasers  in amounts to be  negotiated  immediately
prior to the  sale,  but  which  are not  expected  to  deviate  from  usual and
customary brokers' commissions.

         No assurances are given that the Selling Security Holder will offer for
sale or sell any or all of the Shares  registered  pursuant to this  Prospectus.
Neither the  Company  nor Selling  Security  Holder  expects to  compensate  any
finders to assist in the sales of the Shares.

         The  Company  will not receive any of the  proceeds  from the  offering
hereunder.  All expenses incurred in connection with the registration  under the
Securities  Act and the offering of the  securities  hereby will be borne by the
Company,  but all selling and other  expenses  incurred by the Selling  Security
Holder will be borne by the Selling Security Holder.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following  documents that the Company filed with the Commission are
hereby incorporated by reference into this Prospectus:

         1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1995, which contains  financial  statements of the Company for that
fiscal year;

         2. The  Company's  quarterly  reports on Form  10-QSB for the  quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996; and

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Registration Statement on Form 10 pursuant to section
12(b) or (g) of the Securities Exchange Act of 1934 (the "1934 Act").

         All documents that the Company  subsequently  files with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

            DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                            SECURITIES ACT LIABILITY

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

         The  following  is a brief  summary  of the  Company's  provisions  for
indemnification.  The Company's Bylaws provides that the Company shall indemnify
its officers and  directors for any  liability,  including  reasonable  costs of
defense, arising out of any act or omission of any officer or director on behalf
of the Company to the fullest extent allowed by the laws of the State of Utah.
<PAGE>

         In actions,  proceedings  and suits involving an officer or director by
reason of their being or having been an officer or director,  other than actions
by or in the right of the corporation, Title 16-10a-901 through Title 16-10a-909
of the Utah Statutes,  which  inclusively  constitute  "Part 9" of Title 16 (the
"Utah Statute") permits a corporation to indemnify directors or officers against
actual and reasonable expenses,  including attorneys fees, judgments,  fines and
amounts paid in settlement. The Utah Statute applies to actions,  proceedings or
suits whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct  if they had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  The board of  directors  acting  through  a quorum  of  disinterested
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstance.   Termination  of  proceedings  by  judgment,  order,  settlement,
conviction  or plea of nolo  contendere  or its  equivalent,  does not of itself
establish a presumption that the officer or director did not meet the applicable
standard of conduct.

         In actions by or in the right of the  corporation,  the corporation may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether by or in the right of the  corporation or
otherwise,  the Utah Statute requires  indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of  any  claim,  issue  or  matter  therein.  A Utah
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Utah Statute does not exclude other indemnification rights
to  which  a  director  or  officer  may  be  entitled  under  the  articles  of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by reference to the Utah
Statutes and the Company's Bylaws, as amended.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on October 30, 1997.

                           Eurotronics Holdings Inc.


                           By    /s/Melvin Fields
                                 Melvin Fields, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Melvin Fields, with power of substitution, as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.

Signature                     Title                               Date
---------                     -----                               ----
/s/Melvin Fields            President and Director           October 30, 1997
---------------
 Melvin Fields

/s/Gerald Curtis             Director                         October 30, 1997
---------------
 Gerald Curtis

/s/Joe Betras                Director                         October 30, 1997
--------------
 Joe Betras
<PAGE>
                                INDEX TO EXHIBITS

Exhibit No.         SEC Ref. No.      Description of Exhibit
        A               4            Compensation   Contract   executed  by  and
                                     between  the  Company  and  Melvin  Fields,
                                     dated October 30, 1997

        B               4            Consulting Contract executed by and between
                                     the Company  and Park  Street  Investments,
                                     Inc., dated October 30, 1997

        C               4            Consulting Contract executed by and between
                                     the Company and Canton  Financial  Services
                                     Corporation, dated October 30, 1997

        D               5            Opinion  and  consent  of  Counsel  with
                                     respect to the  legality of the issuance of
                                     securities being issued

        E               23           Consent of Accountant
[{"type": "S-8", "sequence": "1", "description": "EUROTRONICS HOLDINGS, INC. REGISTRATION STATEMENT", "secsgml_size_bytes": 37911}]
{"company-data": {"conformed-name": "EUROTRONICS HOLDINGS INC", "cik": "0000734089", "assigned-sic": "1000", "irs-number": "870550824", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39311", "film-number": "97706447"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "SUITE 301", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH SUITE 301", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "HAMILTON EXPLORATION CO INC", "date-changed": "19951103"}}
As filed with the Securities and Exchange Commission on October 30,1997

File No.                                         Commission file number: 0-13409

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        Eurotronics Holdings Incorporated
         (Exact name of registrant as specified in its charter)

               Utah                                           87-0550824
(State or Other Jurisdiction of Incorporation   (Employer Identification Number)
          or Organization)

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

      Written Compensation Contract for Officers, Consultants and Advisors
                            (Full Title of the Plan)

      Melvin Fields, 1130 John Anderson Drive, Ormond Beach, Florida 32176
            (Name, Address, Including Zip Code, of Agent for Service)

Telephone number, including area code, of agent for service: (904) 441-1031

                         CALCULATION OF REGISTRATION FEE
================================= --------------- ------------------------ ------------------------- =================
Title of Securities to be         Amounts to be   Proposed Maximum         Proposed Maximum          Amount of
Registered                        Registered      Offering Price Per       Aggregate Offering Price  Registration Fee
                                                  Share(1)
================================= =============== ======================== ========================= =================
Common Stock, par value $0.0001       17,000,000  $0.06                    $1,020,000                $309.09
================================= =============== ======================== ========================= =================
(1)    Bona Fide estimate of maximum  offering price solely for  calculating the
       registration  fee pursuant to Rule 457(h) of the  Securities Act of 1933,
       based on the average bid and asked price of the registrant's common stock
       as of October 30,  1997,  a date within five  business  days prior to the
       date of filing of this registration statement.

       In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
       this  Registration  Statement  also  covers  an  indeterminate  amount of
       interests to be offered or sold pursuant to the Plan described herein.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Cross-Reference Sheet Pursuant to Rule 404(a) under the Securities Act of 1933

     Cross-reference  between  items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee,  consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

Item 1.  Plan Information                              Section 10(a) Prospectus

Item 2.  Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed  by  Eurotronics  Holdings,  Inc.,  a Utah
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated herein by reference:

     1. The  Company's  Annual  Report on Form  10-KSB for the fiscal year ended
December 31, 1996

     2. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934,  as amended  (the  "Exchange  Act"),
since the end of the fiscal year ended December 31, 1996.

     3. The description  and specimen  certificate of the Common Stock contained
in the Company's Registration Statement on Form S-18 under the Securities Act of
1933 (the "1933 Act") filed on October 30,  1983,  including  any  amendment  or
report filed for the purpose of updating such description.

     Prior to the filing,  if any, of a post-effective  amendment that indicates
that all securities covered by this Form S-8 have been sold or that de-registers
all such  securities  then  remaining  unsold,  all reports and other  documents
subsequently  filed by the Company  pursuant to Sections  13(a),  13(c),  14, or
15(d) of the 1934 Act shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports and documents.

Item 4.  Description of Securities.

     The Company's  common  stock,  par value $0.0001  ("Common  Stock"),  being
registered  pursuant  to this  registration  statement  is  part  of a class  of
securities  registered  under Section 12 of the Exchange  Act. A description  of
such  securities  is contained in the Company's  Registration  Statement on Form
S-18 under the 1933 Act,  filed with the  Commission on October 30, 1983, and is
incorporated herein by reference.

Item 5. Interests of Named Experts and Counsel.

     No  expert  is  named  as  preparing  or  certifying  all  or  part  of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers.

     The Company's Bylaws provides that the Company shall indemnify its officers
and directors for any liability,  including reasonable costs of defense, arising
out of any act or  omission  of any officer or director on behalf of the Company
to the fullest extent allowed by the laws of the State of Utah.

     In  actions,  proceedings  and suits  involving  an officer or  director by
reason of their being or having been an officer or director,  other than actions
by or in the right of the corporation, Title 16-10a-901 through Title 16-10a-909
of the Utah Statutes,  which  inclusively  constitute  "Part 9" of Title 16 (the
"Utah Statute") permits a corporation to indemnify directors or officers against
actual and reasonable expenses,  including attorneys fees, judgments,  fines and
amounts paid in settlement. The Utah Statute applies to actions,  proceedings or
suits whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct  if they had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  The board of  directors  acting  through  a quorum  of  disinterested
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstance.   Termination  of  proceedings  by  judgment,  order,  settlement,
conviction  or plea of nolo  contendere  or its  equivalent,  does not of itself
establish a presumption that the officer or director did not meet the applicable
standard of conduct.

     In  actions  by or in the right of the  corporation,  the  corporation  may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

     In all  proceedings,  whether  by or in the  right  of the  corporation  or
otherwise,  the Utah Statute requires  indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of  any  claim,  issue  or  matter  therein.  A Utah
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Utah Statute does not exclude other indemnification rights
to  which  a  director  or  officer  may  be  entitled  under  the  articles  of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

     The  foregoing  discussion of  indemnification  merely  summarizes  certain
aspects of  indemnification  provisions  and is limited by reference to the Utah
Statutes and the Company's Bylaws, as amended.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the  "Securities  Act"), may be permitted to members of the
board of directors,  officers,  employees,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.

Item 7.   Exemption from Registration Claimed.

     No restricted  securities are being  re-offered or resold  pursuant to this
registration statement.
Item 8. Exhibits.

     The exhibits are attached to this Form S-8 are listed in the Exhibit Index,
which is found on page 7.

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
     post-effective  amendment  to this  Registration  Statement  to include any
     material   information  with  respect  to  the  plan  of  distribution  not
     previously  disclosed in the Registration  Statement or any material change
     to such information in the Registration Statement.

     (2) To treat,  for the  purpose  of  determining  any  liability  under the
     Securities  Act  of  1933,  each  such  post-effective  amendment  as a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
REOFFER PROSPECTUS

                        EUROTRONICS HOLDINGS INCORPORATED

1,700,000 Shares of Common Stock, $0.0001 Par Value
         The shares of common  stock,  $0.0001 par value (the  "Common  Stock"),
included  herein (the  "Shares"), have been or will be acquired from Eurotronics
Holdings Incorporated, a Utah corporation (the "Company"), pursuant to a written
Compensation  Agreement  executed by and between the Company and Melvin  Fields,
the  Company's  president  and  director   (hereinafter  the  "Selling  Security
Holder").  The Company is issuing the shares directly to Selling Security Holder
for services  rendered and will not be receiving any proceeds from any aspect of
the Shares. Selling Security Holder may offer some or all of the Shares for sale
from time to time at prices and terms negotiated in individual transactions,  in
brokers transactions  negotiated  immediately prior to sale, or in a combination
of the  foregoing.  The  Selling  Security  Holder  and any  broker-dealers  who
participate in selling the Shares may be deemed "underwriters" as defined by the
Securities Act of 1933, as amended (the "Securities  Act").  Commissions paid or
discounts  or  concessions  allowed such  broker-dealers,  as well as any profit
received  on resale of the  Shares by  broker-dealers  purchasing  for their own
accounts may be deemed to be underwriting discounts and commissions. The Selling
Security Holder or purchasers of the Shares will pay all discounts,  commissions
and fees related to any sale of the Shares.

         The  Company's  executive  offices  are  located at 1130 John  Anderson
Drive, Ormond Beach, Florida 32176, and the telephone number is (904) 441-1031.

         The Common Stock is traded on the OTC  Bulletin  Board under the symbol
"EUHI." On October  29,  1997,  the closing  sale price for the Common  Stock as
reported on the OTC Bulletin Board was $0.04.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
         SECURITIES  AND EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
         REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         THE PURCHASE OF THESE SECURITIES  INVOLVES  SUBSTANTIAL RISK.
         SEE "RISK FACTORS."

         No person has been  authorized  in  connection  with any offering  made
hereby to give any  information or to make any  representation  not contained in
this  Prospectus.  If any such  information is given or any such  representation
made, the information or representation should not be relied upon as having been
authorized  by the  Company.  This  Prospectus  is not an  offer  to  sell  or a
solicitation of an offer to buy any securities  other than the Shares offered by
this Prospectus, nor is it an offer to sell or a solicitation of an offer to buy
any of the Shares  offered  hereby in any  jurisdiction  where it is unlawful to
make such an offer or solicitation.  Neither the delivery of this Prospectus nor
any sale hereunder shall under any  circumstances  imply that the information in
this  Prospectus is correct any time subsequent to October 30, 1997, the date of
this Prospectus.

                              AVAILABLE INFORMATION

         The Company is subject to the reporting  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith files reports and other  information  with the Securities and Exchange
Commission (the "SEC").  The Company has filed all reports required of it for at
least the twelve months  preceding this filing.  Such reports,  proxy statements
and other  information  filed by the Company can be inspected  and copied at the
public  reference  facilities  maintained by the SEC in  Washington  D.C. at 450
Fifth Street,  N.W., 20549, and at the following  regional offices located at 26
Federal Plaza,  Room 1100, New York, New York 10278; 219 Dearborn  Street,  Room
1228,  Chicago,  Illinois,  60604;  and at 410  Seventeenth  Street,  Suite 700,
Denver,  Colorado  80202.  Copies of these  materials  can be obtained  from the
Public Reference Section of the Commission,  450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.
The Company will provide, without charge, to each person to whom a copy
of this  Prospectus  is  delivered,  upon the oral or  written  request  of such
person,  a copy of any and all  information  incorporated by reference into this
Prospectus.  Requests  for such  information  may be directed  to the  Company's
president,  Melvin Fields at 1130 John  Anderson  Drive,  Ormand Beach,  Florida
32176. The Company intends to furnish to its shareholders annual reports,  which
will contain financial statements audited by independent  accountants,  and such
other reports as it may determine to furnish or as may be required by law.

                                   THE COMPANY

         The Company was  incorporated  in Utah in 1982 under the name  Hamilton
Exploration  Co.,  Inc. The Company  adopted its present name in December  1995.
Unless  the  context  indicates  otherwise,  the  term  the  "Company"  includes
Eurotronics  Holdings  Incorporated  and  its  consolidated  subsidiaries.   The
Company's  principle  executive offices are at 1130 John Anderson Drive,  Ormand
Beach,  Florida  32176.  The  Company's  telephone  number  is  (904)  441-1031.
Additional  information  regarding  the  Company  is set forth in the  Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996.

                                  RISK FACTORS

         The Shares offered hereby are  speculative and involve a high degree of
risk. Any or all of these factors could result in the purchaser of Shares losing
some or all of his or her investment. Accordingly, in analyzing this Prospectus,
the purchaser of Shares should carefully consider the following  factors,  among
others, relating to the Company:

         Intended Reorganization and Change of Control.

         The Company is a dormant,  public  company  without any  operations  or
assets.  The Company's  current business plan involves finding a suitable merger
or acquisition candidate who can provide the Company with a basis for successful
operations.  The Company has executed an  Agreement of Merger  pursuant to which
Saxx  Capital,  Inc.,  an  Ontario,  Canada  corporation,  will be merged into a
subsidiary to be formed by the Company. Saxx Capital has been organized in order
to acquire,  manage and lease real estate holdings,  and has obtained  contracts
for the  acquisition  of  properties.  Saxx  Capital is an entity with a limited
operating  history  and there is a risk that Saxx  Capital  will fail to acquire
real estate holdings as it has represented. The Reorganization Agreement is also
subject to contingencies including the formation of the Company's subsidiary and
the execution of a plan of merger under state law. Consequently, the Company can
provide no assurances that the merger with Saxx Capital will be consummated,  or
that if such  merger  is  ultimately  consummated,  that  it  will  prove  to be
profitable, worthwhile or sustainable.

         In  the  past  two   years,   the   Company   has   attempted   similar
reorganizations with two other entities.  In December 1995, the Company acquired
all  outstanding  shares of  Eurotronics  International  Incorporated,  a Nevada
corporation which owned a computer information company specializing in marketing
computer  systems  in  Belgium  ("EII").   The  agreement  to  acquire  EII  was
subsequently  mutually  rescinded  due  to  EII's  failure  to  deliver  audited
financial  statements  pursuant to the  acquisition  contract and the  Company's
ability to generate sufficient financing for the acquisition.  In July 1996, the
Company acquired  InterConnect  West,  Inc., a Utah corporation  which owned and
operated an electronic commerce site appearing on the Internet.  The acquisition
of InterConnect  was  subsequently  rescinded by the Company because the Company
could not raise  sufficient  capital to sustain the operations of  InterConnect.
Given  the  Company's   inability  to  complete  either  of  the  aforementioned
reorganizations,  there is a substantial  risk that the intended  merger of Saxx
Capital, or any subsequent acquisition, may not be completed as intended.

         According  to the  Agreement  for Merger,  the Company  will  undergo a
change of control in which the Company's current Board of Directors will appoint
representatives  from Saxx  Capital to the Board and  subsequently  resign  from
their positions with the Company.  This anticipated change of Company control is
another substantial risk involved with the Common Stock offered hereunder.
Substantial Dilution of Shares. Pursuant to the intended reorganization
with Saxx  Capital,  Inc.,  the  Company  has issued  144,500,000  shares of the
Company's common stock to an escrow agent.  The 144,500,000  escrowed shares are
being  issued  in  consideration  for  100%  of the  capital  stock  of  Saxx in
contemplation of the merger into the subsidiary to be formed by the Company. The
escrow  agent is to deliver the shares of Common  Stock to Saxx Capital upon the
closing  of the  Agreement  for  Merger.  The  issuance  to  Saxx  Capital  will
substantially  dilute the current ownership interest in the Company  represented
by the Shares.

         Cash Flow and Liquidity Shortages. The Company's has incurred recurring
net losses since its  inception,  including  net losses of $299,635 and $321,124
for the years of 1995 and 1996,  respectively.  The losses  have been  primarily
attributable  to  general  and  administrative   expenses  attributable  to  the
Company's failed  acquisitions of EII and InterConnect.  Aside from its attempts
to acquire private  companies,  the Company has had no active  operations  since
December  1989. The Company has therefore had few cash  resources.  In the past,
the  Company has  attempted  to satisfy its  obligations  primarily  through the
issuance of its Common Stock. The Company can provide no assurances that it will
be able to continue to meet its obligations in this manner.

         Need for Additional Financing . If and when the Company consummates the
acquisition of Saxx Capital, the Company will likely need immediate financing to
sustain  the short term  operations  of the  Company  and of Saxx  Capital.  The
Company intends to raise such capital through debt or equity financing,  but can
provide no assurances that such financing will be available.

         Limited Market for the Company's Securities. The Company's Common Stock
is traded on the OTC Bulletin Board under the symbol EUHI. However,  even though
there is a public market for the Common Stock,  the Common Stock has a very thin
average daily trading volume.  Accordingly,  it is possible that the shareholder
will not be able to  resell  some or all of his or her  Common  Stock.  The thin
trading  volume may also make the price of the Common Stock more  volatile  than
otherwise.  Hence, the shareholder may not be able to resell the Common Stock at
a price comparable to that currently quoted on the OTC Bulletin Board.

         No Dividends.  The Company has not paid any  dividends  during the last
three  fiscal  years.  Given  the  Company's  limited  cash  flow  and  need for
financing,  the  Company  does  not  anticipate  paying  any  dividends  in  the
foreseeable future.

SELLING SECURITY HOLDER

         The table below sets forth  information  regarding the Selling Security
Holder's interest within the Company and stated herein this Reoffer  Prospectus,
his  relationship to the Company for the last three years,  the amount of Common
Stock he owned prior to acquiring  the Shares,  the amount of Common Stock being
offered hereby, and the amount of Common Stock to be owned after the sales.

-------------------- ------------------- ------------------------- -------------------------- ----------------------
                                             Number of Shares       Number of Shares to be     Number of Shares to
    Registered       Position with the    Beneficially Owned as    Acquired Under the Plan    be Owned after Sales
    Stockholder           Company               of 10/ /97              Offered Hereby
-------------------- ------------------- ------------------------- -------------------------- ----------------------
Melvin Fields       President and               -0-                    1,700,000                   -0-
                          Director
-------------------- ------------------- ------------------------- -------------------------- ----------------------
PLAN OF DISTRIBUTION

         The  Selling  Security  Holder may sell the Shares from time to time in
the over-the-counter  market, or otherwise,  at prices and terms then prevailing
or at  prices  related  to the  then  current  market  price,  or in  negotiated
transactions.  However,  the  Selling  Security  Holder will not sell any of the
Shares until the Company has filed a Form 8-K containing  information related to
the merger with Saxx Capital,  including  audited  financial  statements of Saxx
Capital.  The Selling  Security  Holder  expects to employ brokers or dealers in
order to sell the Shares.  Brokers or dealers  engaged by the  Selling  Security
Holders may arrange for other  brokers or dealers to  participate  in  effecting
sales. Brokers or dealers will receive commissions or discounts from the Selling
Security  Holders or from  purchasers  in amounts to be  negotiated  immediately
prior to the  sale,  but  which  are not  expected  to  deviate  from  usual and
customary brokers' commissions.

         No assurances are given that the Selling Security Holder will offer for
sale or sell any or all of the Shares  registered  pursuant to this  Prospectus.
Neither the  Company  nor Selling  Security  Holder  expects to  compensate  any
finders to assist in the sales of the Shares.

         The  Company  will not receive any of the  proceeds  from the  offering
hereunder.  All expenses incurred in connection with the registration  under the
Securities  Act and the offering of the  securities  hereby will be borne by the
Company,  but all selling and other  expenses  incurred by the Selling  Security
Holder will be borne by the Selling Security Holder.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following  documents that the Company filed with the Commission are
hereby incorporated by reference into this Prospectus:

         1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1995, which contains  financial  statements of the Company for that
fiscal year;

         2. The  Company's  quarterly  reports on Form  10-QSB for the  quarters
ended March 31, 1996, June 30, 1996, and September 30, 1996; and

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Registration Statement on Form 10 pursuant to section
12(b) or (g) of the Securities Exchange Act of 1934 (the "1934 Act").

         All documents that the Company  subsequently  files with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

            DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                            SECURITIES ACT LIABILITY

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

         The  following  is a brief  summary  of the  Company's  provisions  for
indemnification.  The Company's Bylaws provides that the Company shall indemnify
its officers and  directors for any  liability,  including  reasonable  costs of
defense, arising out of any act or omission of any officer or director on behalf
of the Company to the fullest extent allowed by the laws of the State of Utah.
In actions,  proceedings  and suits involving an officer or director by
reason of their being or having been an officer or director,  other than actions
by or in the right of the corporation, Title 16-10a-901 through Title 16-10a-909
of the Utah Statutes,  which  inclusively  constitute  "Part 9" of Title 16 (the
"Utah Statute") permits a corporation to indemnify directors or officers against
actual and reasonable expenses,  including attorneys fees, judgments,  fines and
amounts paid in settlement. The Utah Statute applies to actions,  proceedings or
suits whether civil, criminal, administrative or arbitrative in nature. However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct  if they had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.  The board of  directors  acting  through  a quorum  of  disinterested
directors,  independent legal counsel  designated by the board of directors,  or
the shareholders  shall determine  whether  indemnification  is proper under the
circumstance.   Termination  of  proceedings  by  judgment,  order,  settlement,
conviction  or plea of nolo  contendere  or its  equivalent,  does not of itself
establish a presumption that the officer or director did not meet the applicable
standard of conduct.

         In actions by or in the right of the  corporation,  the corporation may
indemnify an officer or director against  expenses  provided he or she satisfies
the applicable  standard of conduct.  However, a corporation cannot indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether by or in the right of the  corporation or
otherwise,  the Utah Statute requires  indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of  any  claim,  issue  or  matter  therein.  A Utah
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Utah Statute does not exclude other indemnification rights
to  which  a  director  or  officer  may  be  entitled  under  the  articles  of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by reference to the Utah
Statutes and the Company's Bylaws, as amended.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Salt Lake City, State of Utah, on October 30, 1997.

                           Eurotronics Holdings Inc.

                           By    /s/Melvin Fields
                                 Melvin Fields, President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Melvin Fields, with power of substitution, as his
attorney-in-fact  for him, in all  capacities,  to sign any  amendments  to this
registration  statement and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said   attorney-in-fact   or  his
substitutes may do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
has been  signed by the  following  persons  in the  capacities  and on the date
indicated.

Signature                     Title                               Date
---------                     -----                               ----
/s/Melvin Fields            President and Director           October 30, 1997
---------------
 Melvin Fields

/s/Gerald Curtis             Director                         October 30, 1997
---------------
 Gerald Curtis

/s/Joe Betras                Director                         October 30, 1997
--------------
 Joe Betras
INDEX TO EXHIBITS

Exhibit No.         SEC Ref. No.      Description of Exhibit
        A               4            Compensation   Contract   executed  by  and
                                     between  the  Company  and  Melvin  Fields,
                                     dated October 30, 1997

        B               4            Consulting Contract executed by and between
                                     the Company  and Park  Street  Investments,
                                     Inc., dated October 30, 1997

        C               4            Consulting Contract executed by and between
                                     the Company and Canton  Financial  Services
                                     Corporation, dated October 30, 1997

        D               5            Opinion  and  consent  of  Counsel  with
                                     respect to the  legality of the issuance of
                                     securities being issued

        E               23           Consent of Accountant