EURO GROUP OF COMPANIES, INC. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION Page Item 1 - Financial Statements Consolidated Balance Sheet as of March 31, 2008 (unaudited) and December 31, 2007 (audited) F-1 Consolidated Statements of Operations for the three months ended March 31, 2008 and March 31, 2007 (unaudited) F-2 Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2008 (unaudited) F-3 Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and March 31, 2007 (unaudited) F-4 Notes to Consolidated Financial Statements F-5 Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations................................................... 2 Item 3. Controls and Procedures............................................ 4 PART II - OTHER INFORMATION Item 1. Legal Proceedings................................................. 5 Item 2. Changes in Securities and Use of Proceeds..................... 5 Item 3. Defaults Upon Senior Securities................................... 5 Item 4. Submission of Matters to a Vote of Security Holders............... 5 Item 5. Other Information................................................. 5 Item 6. Exhibits and Reports on Form 8-K.................................. 5 SIGNATURES............................................................... 6 PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) EURO GROUP OF COMPANIES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, 2008 2007 ASSETS (Unaudited) (Audited) CURRENT ASSETS Cash in banks $ 5,875 $ 17,081 Accounts receivable, less allowance for doubtful accounts of $ 45,085 962,707 42,398 and $45,085, respectively Inventories 803,063 175,232 Deposits for future inventory purchases 74,892 76,215 Deposit with attorney in connection with Contemplated property acquisition -- 200,000 Prepaid expenses 317,070 62,969 Total current assets 2,163,607 573,895 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $ 31,835 and $ 29,489, respectively 46,554 48,900 Security deposit-retail store 10,824 -- TOTAL ASSETS $ 2,220,985 $ 622,795 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES Bank overdrafts $ 34,293 $ 34,293 Bank lines of credit 254,826 254,826 Accounts payable and accrued expenses 1,147,612 185,578 Payroll taxes and withholdings 608,004 604,327 Customers' deposit 54,960 54,960 Total current liabilities 2,099,695 1,133,984 LONG TERM LIABILITIES Loans payable to related parties 1,775,249 1,760,329 Total liabilities 3,874,944 2,894,313 STOCKHOLDERS' EQUITY (DEFICIENCY) Preferred stock, $.001 par value; authorized 10,000,000 shares, issued and outstanding 0 shares Common stock, $.001 par value; authorized 200,000,000 shares, issued and outstanding 114,073,292 and 107,883,292 shares, respectively 114,074 107,884 Additional paid-in capital 5,367,275 4,812,465 Subscription receivable (25,000) (25,000) Retained earnings (deficit) (7,110,308) (7,166,867) Total stockholders' equity (deficiency) (1,653,959) (2,271,518) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 2,220,985 $ 622,795 See notes to consolidated financial statements. F-1 EURO GROUP OF COMPANIES AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS For the three months ended March 31st 2008 2007 (unaudited) (unaudited) Sales $ 950,407 $ 19,446 Cost of sales 434,514 17,734 ------------ ------------ Gross profit (loss) 515,893 1,712 Selling, general and administrative expenses 460,363 224,190 Income (loss) from operations 55,530 (222,478) Interest expense 1,029 (12,213) ------------ ------------ Net income (loss) $ 56,559 $ (234,691) Basic and diluted earnings (loss) per common share $ 0.00 $ (0.00) Weighted average shares outstanding basic and diluted 109,803,182 98,447,384 See notes to consolidated financial statements. F-2 <TABLE> <CAPTION> EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE THREE MONTHS ENDED MARCH 31, 2008 (Unaudited) Retained Common Additional Subscription Earnings Total Shares Par Value Paid-in Capital Receivable (Deficit) ----------- ----------- ----------- ----------- ----------- ----------- <S> <C> <C> <C> <C> <C> <C> Balance at December 31, 2007 107,883,292 $ 107,884 $ 4,812,465 $ (25,000) (7,166,867) $(2,271,518) Sale of Common Stock 1,190,000 1,190 184,810 -- -- 186,000 Shares issued for Services 5,000,000 5,000 370,000 -- -- 375,000 Net Income for the quarter ended -- -- -- -- $ 56,559 $ 56,559 March 31, 2008 Balance at March. 31, 2007 114,073,292 $ 114,074 $ 5,367,275 (25,000) (7,110,308) $(1,653,959) See notes to consolidated financial statements. F-3 </TABLE> <TABLE> <CAPTION> EURO GROUP OF COMPANIES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, March 31, 2008 2007 (Unaudited) (Unaudited) OPERATING ACTIVITIES <S> <C> <C> Net income(loss) $ 56,559 $(234,691) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 2,346 5,138 Stock-based compensation 96,875 -- Changes in operating assets and liabilities: Receivables (920,309) 18,248 Inventories (627,831) 175,232 Deposit for future inventory purchases 1,323 -- Deposits and prepaid expenses 213,200 (17,985) Accounts payable and accrued expenses 962,034 37,110 Payroll taxes and withholdings 3,677 (26,826) Net cash provided by (used in) by operating activities (212,126) (295,730) INVESTING ACTIVITIES Property and equipment additions -- (1,279) Net cash provided by (used in) investing activities -- (1,279) FINANCING ACTIVITIES Increase in loans payable to related parties 14,920 (16,354) Proceeds from sale of common stock 186,000 487,004 Net cash provided by (used in) financing activities 200,920 470,650 NET INCREASE(DECREASE) IN CASH (11,206) 173,641 CASH, BEGINNING OF PERIOD 17,081 -- CASH, END OF PERIOD $ 5,875 $ 173,641 See notes to consolidated financial statements. F-5 </TABLE> EURO GROUP OF COMPANIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2008 (UNAUDITED) 1. Organization and Business Operations Euro Group of Companies, Inc.(EGCO, formerly ICT Technologies, Inc., ("ICTT") was incorporated in Delaware on May 27, 1999. EGCO has five wholly owned subsidiaries; Europhone USA, Inc. ("FONE1"), a New York corporation incorporated on March 17, 2000; Europhone Inc. ("FONE2"), a New York corporation incorporated on May 24, 2001; Eurospeed, Inc. ("EUROSPEED"), a New York corporation incorporated on November 19, 2001, Eurokool, Inc. ("EUROKOOL"), a New York corporation incorporated on February 21, 2002; and Europhone USA, LLC ("EUROFONE"), a New York limited liability company formed on August 2, 2002. EGCO and its subsidiaries (collectively, the "Company") operate from leased offices in Port Chester, New York. EGCO acts as a holding company and its subsidiaries were formed to engage in the distribution of various products manufactured by unrelated third parties. 2. Interim Financial Statements The unaudited financial statements for the three months ended March 31, 2008 and 2007 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-QSB. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflected all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2008 and the results of operations and cash flows for the three months ended March 31, 2008 and 2007. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended March 31, 2008 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2008. The balance sheet at December 31, 2007 has been derived from the audited financial statements at that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2007 as included in our report on Form 10-KSB. 3. Inventories Inventory as of March 31, 2008 was comprised of World Sim cards and other telecommunications related products valued at $803,263 compared to inventory of $228,594 at March 31, 2007, which included $183,882 of telecommunication product and $44,594 of olive oil. 4. Bank Overdrafts At March 31, 2008, bank overdrafts (inactive status) consisted of: ICTT bank account overdraft facility $ 1,698 FONE1 bank account overdraft facility 32,595 ------------- Total $ 34,293 The overdraft facilities provide for interest at a rate of 9%. Repayment is past due and the CEO has negotiated the suspension of interest on the balances. The loans are personally guaranteed by EGCO's chief executive officer. 5. Bank Lines of Credit At March 31, 2008, bank lines of credit (inactive status) consisted of: ICTT line of credit account $ 17,069 ICTT line of credit account 16,279 FONE1 line of credit account 210,422 FONE1 line of credit account 11,056 -------------- Total $ 254,826 F-6 The lines of credit provide for interest at a rate of 9%. Repayment is past due and the CEO has negotiated a suspension of interest on the balances. The loans are personally guaranteed by EGCO's chief executive officer. 6. Payroll Taxes and Withholdings At March 31, 2008, payroll taxes and withholdings consisted of: Federal social security and income tax $539,837 New York State income tax 46,856 Connecticut State Income Tax 944 New Jersey State Income Tax 575 New York State Workers' Compensation Board 17,992 -------- Total $608,004 The balances represent unpaid payroll taxes and withholdings for certain periods from October 2002 to March 31, 2008. The Company has asked the Internal Revenue Service to Consider a revised installment schedule to pay its Federal liability but has not reached such an agreement. In October 2007 the Company reached a negotiated payment plan with the IRS for payment of all Eurospeed Inc. federal tax liabilities. The settlement calls for sixteen monthly payments of $7,000, and all monthly payments required under the settlement agreement have been made to date. 7. Loans Payable to Related Parties At March 31, 2008, net loans payable to related parties consisted of: Due to chief executive officer and affiliates $ 1,760,329 ----------- Total $ 1,760,329 The loans payable to related parties do not bear interest and were due on demand. During the Third Quarter 2007, the related parties agreed not to demand repayment of these loans until year 2009, and accordingly the Company reclassified these loans from current liabilities to long term liabilities. 8. Commitments and Contingencies Lease EGCO rents its office facilities in Port Chester, New York under a sub lease agreement with OTI, a corporation controlled by EGCO's chief executive officer. The term of the sub lease agreement is February 1, 2005 to January 31, 2009, and as amended, provides for monthly rents ranging from $3,160 to $3,886. The rents being charged have been determined to be consistent with current market rates in the area. Manufacturing and Distribution Agreement Pursuant to an agreement effective October 18, 2006 between a Chinese corporation (the "OEM Manufacturer"), a New Jersey corporation (the "Worldwide Importer and Distributor"), and EUROSPEED, Inc. (the "USA Distributor"), EUROSPEED was appointed exclusive distributor in North America of motorcycles and other transportation vehicles manufactured and sold by the Manufacturer and the Importer under trade names "EuroSpeed" and EuroStrada." The term of the agreement is five years from October 18, 2006 to October 17, 2011. The agreement is automatically renewed for an additional five years to October 17, 2016 unless either party gives 90 days prior written notice at the end of any two year period. 9. Segment Information In the three months ended March 31, 2008, 79% of the total revenue was derived from one customer. 10. Subsequent Events In April 2008 the Company raised $75,000 through the sale of 500,000 restricted shares of common stock. The proceeds were used for general corporate purposes. F-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General The Company is actively marketing its wireless products, motorcycles and scooters and consumer electronic products. We will require additional capital in order to expand our operations and implement our business plan and we have no firm commitments for capital at this time. In 2002, the Company entered into an agreement for the purchase of the assets and the business of Europhone USA, Inc., Europhone, Inc., Eurokool and Eurospeed resulting in our assumption of manufacturing and distribution agreements for long distance calling cards and related activities, air conditioners and scooters. The Company has since expanded and modified the scope of its business and prospective business to include prepaid calling cards, e-pins and sim chips as well as cell phones, motorcycles as well as scooters and flat panel televisions. Moreover, the Company has begun deliveries of scooters and of prepaid calling cards. The goal has been and continues to be, the manufacture or assembly, and marketing of products under the "Eugro" and "Euro" brand names. We are currently located in Port Chester, New York. Euro Group of Companies is an operating company whose subsidiary companies market and sell the "Euro" and "Eugro" families of products. The Company operates in three separate and distinct business areas - telecommunications products and services, transportation products, and consumer electronics. Additional information on these businesses can be found in the "Business" section of the 10-KSB report. To satisfy future sales of motorcycles and scooters we plan to purchase motorcycles and scooters from contract manufacturers located in the Peoples' Republic of China ("PRC") with whom we have contracted to produce Eurospeed-branded products. The Company's exclusive distributor of Eurospeed Inc. products, American Motor Sports, LLC, has negotiated dealer agreements to date with select dealer franchises in different states. We have entered into agreements with manufacturers in China, Taiwan and Korea to produce our mobile phone and consumer electronics products . Business Activities Our revenues during the three months ended March 31, 2008 were $ 950,407 from the sale of telecommunications products and services and transportation products. See our "Business" section, above, for a more detailed description of these businesses and our related manufacture and distribution agreements. In January 2008 the Company's Eurospeed subsidiary completed the sale of motor Scooters with a sales value of $99,220 to a customer in Europe. In 2008 the Company has resumed marketing Eurokool air-conditioner products to prospective accounts in Europe, and in second quarter completed a sale of air-conditioners with an aggregate value of over $425,000. The revenue from this sale will be recognized in the second quarter, 2008. We have reorganized our distribution business into three segments: telecommunications, scooters and motorcycles and consumer electronics. The Company's primary focus has been, and continues to be, on the telecommunications segment of its business. Europhone USA LLC markets prepaid wireless services for both residential and Corporate users that allow users to purchase either unlimited calling services for a set period of time (a week or a month, for instance), or a designated amount of long distance minutes (the "minute plan") to make calls from virtually any telephone worldwide. These phone cards can be used either until the time period lapses, in the case of the international unlimited card, or until the prepaid minute air time charges and other charges equal the total value of the card. Revenue for these prepaid minute cards is recognized upon activation of prepaid cards regardless of whether all the time is used as prepaid minute cards are non-returnable. Management believes that once the card is activated the face amount of the card is consumed within 30 to 60 days through usage and fees. Prepaid Cellular Phone and Sim Chip Manufacturing In the quarter ended March 31, 2008 the Company's Europhone subsidiary delivered $750,000 of Eugro World Sim cards to a single customer in the United States against a total order of $2,500,000. The Company acquires sim chips with it's logo on them directly from long distance carriers located in Europe that manufacture such chips. Sim chips are difficult to manufacture, requiring specialized manufacturing facilities and skills. 2 On September 24, 2007 the Company's Europhone USA LLC subsidiary announced the signing of a three year agreement with Verizon Communications as an authorized agent of Verizon's FIOS TV and FIOS Internet services, and Verizon's High Speed Internet and voice services. Verizon FIOS is the brand name for the new services offered over Verizon's advanced fiber-optic broadband network. Europhone USA, LLC commenced marketing Verizon's FIOS services alongside Euro Group's state-of-the-art Eugro Full HD LCD Flat Screen TVs at selected highly trafficked mall locations in New Jersey in April, 2008 and plans to operate its first retail store later in the second quarter, 2008.. Television and Air Conditioning Manufacturing The Company has negotiated agreements with select manufacturers of air-conditioners in China, and believes that there will be sufficient supply available to satisfy future orders. We believe that we will have to establish a strong distribution network It will be difficult to compete if we do not do so. We also anticipate that the weakening dollar may cause our prices to increase. Scooter Manufacturing The Company's transportation products are manufactured under contract by select manufacturers in The Peoples' Republic of China. We have continued to finance our activities through the sale of equity through private placements and the resources of management and have devoted the majority of our efforts to implementing our marketing plans for telecommunications products, transportation products, and consumer electronic products and appliances; developing sources of supply; further developing our product offering; developing and testing marketing strategy; and expanding the management team CRITICAL ACCOUNTING POLICIES The SEC recently issued disclosure guidance for "critical accounting policies." The SEC defines critical accounting policies as those accounting policies that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our significant accounting policies are described in Note 2 in the consolidated financial statements of the 10-KSB for the period ended December 31, 2006 and have not changed. Results of operations for the three months ended March 31, 2008, as compared with March 31, 2007 are as follows. For the three months ended March 31, 2008, the Company generated net sales of $950,407 from sales of the Eugro World Sim card, prepaid calling cards, cell phones, mobile commissions and activations, and transportation products as compared to $19,446 for the same period last year, an increase of $930,961. Cost of sales for the three months ended March 31, 2008 was $434,514 compared to $17,734 for the three months ended March 31, 2007. Gross profit for the three months ended March 31, 2008 was $515,893, compared to $1,712 for the three months ended March 31, 2007, an increase of $514,181. The Company's selling, general and administrative costs aggregated $460,363 for the three months ended March 31, 2008, as compared to $224,190 for the same period last year, representing an increase of $236,173. The increase in expenses was due primarily to increased salary related costs, professional fees, stock-based compensation expense and marketing expenses. The net profit for the three months ended March 31, 2008 was $56,559 compared to a net loss of $234,691 for the period ended March 31, 2007. Liquidity and Capital Resources At March 31, 2008 the Company had a working capital surplus of $63,912 In addition the Company recognized net income for the quarter of $56,559. The Company reduced its stockholders' deficiency to $1,653,959. The company has experienced losses in the past, and has an accumulated deficit of approximately $7,110,308. The accompanying financial statements have been prepared assuming that the Company will continue as a growing concern. These conditions continue to raise doubt about the Company's ability to continue as a going concern. Management's plans with respect to these matters include restructuring its existing debt, raising additional capital through future issuances of stock and/or other equity, and finding profitable markets for its products to generate 3 sufficient cash to meet its business obligations. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its product marketing plan and distribution network. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. At March 31, 2008, loans payable to related parties were $1,775,249. These loans have been reclassified to Long-term liabilities, and repayment will not be demanded before year 2009.We have also established lines of credit with the Ponce De Leon Federal Bank. As of March 31, 2008, the balance due on these lines of credit was $254,826. The CEO has negotiated a suspension of interest on the outstanding amounts due. The lines of credit are personally guaranteed by the Chief Executive Officer. As of March 31, 2008 the Company was in default of the payment terms of bank overdraft facilities aggregating $34,293. The CEO has negotiated a suspension of interest on the amounts due. The bank overdraft facilities are personally guaranteed by the Chief Executive Officer Item 3. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the fiscal quarter ended March 31, 2008 an evaluation was performed under the supervision of and with the participation of the Company's Principal Executive Officer, and the Company's Principal Financial Officer, of the effectiveness of the design and operation of the Company's Disclosure controls and procedures. Based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15e of the Securities Exchange Act of 1934, as amended) and as required by paragraph (b) of Rule 13-a-15 or Rule 15d-15e as of March 31, 2008, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commissions rules and forms. Our Principal Executive Officer and Principal Financial Officer also concluded that as of March 31, 2008 our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure. Our disclosure controls are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system will be met. Management Report on Internal Control over Financial Reporting Company management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with the authorization of the management and Board of Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Management assessed our internal control over financial reporting as of March 31, 2008, which was the end of our fiscal year. Management based its assessment on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, segmentation of responsibilities, process documentation, accounting policies and our overall control environment. This assessment is supported by testing and monitoring performed by our finance organization. 4 Based on our assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year ended March 31, 2008 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. We reviewed the results of management's assessment with the Company's Board of Directors. Changes in Internal Controls During the three month period ended March 31, 2008 there were no changes that occurred in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15-e that has materially affected, or is reasonably likely to materially affect our internal controls over financial reporting. PART II OTHER INFORMATION Item 1. Legal Proceedings There are no material legal proceedings pending or, to its knowledge, threatened against Euro Group of Companies, Inc. Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the three months ended, the Company raised $186,000 through the sale of 1,190,000 restricted shares of common stock. The proceeds of these sales were used for general corporate purposes, including the purchase of inventory, the expansion of the management and sales and marketing functions of the Company, and professional fees. In April 2008 the Company raised $75,000 through the sale of 500,000 restricted shares of common stock. The proceeds were used for general corporate purposes. The Company issued these shares in reliance on the exemption from registration Afforded by Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. These shares were offered to less than 35 "non-accredited" investors and were purchased for investment purposes with no view to resale. Item 3. Defaults upon Senior Securities None Item 4 Submission of Matters to a Vote of Security-Holders None Item 5. Other information In March 2008 the Company received an order for air-conditioners from a customer in Europe. The order was for a total of $ 425,000 and was secured by a commercial, transferable letter of credit. The order was shipped from China in April and the revenue will be recognized in second quarter 2008. ITEM 6. Exhibits and Reports on Form 8-K Exhibit Description ------- ----------- 10.1 Supply Agreement entered into by and between Europhone USA, LLC and Globe Star dated September 6, 2007 * 21 List of Subsidiaries.** 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ** 32.2 Certification of Chief Financial Officer pursuant to Section 302. of the Sarbanes-Oxley Act of 2002 ** 32.1 Certification of Chief Executive Officer Pursuant to 8 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 32.2 Certification of Chief Financial Officer Pursuant to 8 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** * Incorporated by reference to the Current Report on Form 8-K, filed September 14, 2007 ** Filed herewith 5 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, Euro Group of Companies, Inc has duly caused this financial report on Form 10-QSB for the first quarter ended March 31, 2008, to be signed on its behalf by the undersigned, thereunto duly authorized. EURO GROUP OF COMPANIES, INC. May 15, 2008 /s/ Vasilios Koutsobinas ----------------------------------- Vasilios Koutsobinas Chief Executive Officer, Director (Principal Executive Officer) May 15, 2008 /s/ Andrew Eracleous ----------------------------------- Andrew Eracleous Chief Financial Officer Director (Principal Financial and Accounting Officer) Exhibits Number Description of Exhibits --------- ---------------------------------------------------------------------- 3.1 Certificate of Amendment of Certificate of Incorporation of ICT Technologies, Inc.* 3.2 Bylaws of ICT Technologies, Inc.** 10.1 Amended and Restated Share Acquisition and Voting Agreement dated as of May 9, 2002 and executed April 30, 2003 by and among Europhone USA, Inc., Vasilios Koutsobinas and Joshua Shainberg*** 10.2 Amendment to the Amended and Restated Share Acquisition and Voting Agreement*** 10.3 Agreement with Parallel No Limit, Inc. **** 21 List of Subsidiaries. 31.1 Certification of the Company's Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act. 31.2 Certification of the Company's Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act. 32.1 Certification of the Company's Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act. 32.2 Certification of the Company's Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act. * Incorporated by reference to Exhibit 3(iii) from the Company's Form 10-KSB for the annual period ended December 31, 2001, filed on April 29, 2002. ** Incorporated by reference from the Company's Form 10-SB12G, filed with the Securities and Exchange Commission on March 6, 2000. *** Incorporated by reference to Exhibit 10.1 from the Company's Form 8-K/A, dated May 9, 2002. **** Incorporated by reference to Exhibit 10.1 from the Company's Form 8-K, dated April 23, 2007. 6 </TEXT> </DOCUMENT>