Item 1.01 Entry into a Material Definitive Agreement

On September 16, 2009 Europhone USA, LLC, the telecommunications subsidiary of Euro Group of Companies, Inc., a Delaware corporation, has reached agreement with Gajinder S. Sawhney, Chairman and Principal Executive Officer of UK-based Tele Optima, Ltd., to join the Company as a Consultant advising on international roaming solutions. Mr. Sawhney has an MBA from McGill University of Canada, and has years of successful experience as a distributor/reseller of international roaming products. Under the terms of the agreement Europhone has the option to acquire certain assets of Tele Optima, which operates as an MVNO (Mobile Virtual Network Operator) in the United Kingdom, Belgium and the United States, with contracts, agreements and relationships with resellers in Russia, India, Israel, etc. The international mobile roaming market on a worldwide basis is estimated to be close to $60 billion a year.