-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ELP4+MI7xY2gFCEw7L7imGsi4zMoB6ZwOmZnnkTi3BONP2Q9lDKsPLUOgwNGtToX ZPdVmOCPBn2MLaKxn87tnQ== 0000950127-03-000933.txt : 20030821 0000950127-03-000933.hdr.sgml : 20030821 20030815162211 ACCESSION NUMBER: 0000950127-03-000933 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030814 DATE AS OF CHANGE: 20030821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 24HOLDINGS INC CENTRAL INDEX KEY: 0001025315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 330726608 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22281 FILM NUMBER: 03850995 BUSINESS ADDRESS: STREET 1: CYBERIA HOUSE STREET 2: CHURCH STREET CITY: BASINGSTOKE RG217QN STATE: X0 ZIP: 00000 BUSINESS PHONE: 011441256867800 MAIL ADDRESS: STREET 1: CYBERIA HOUSE STREET 2: CHURCH STREET CITY: BASINGSTOKE RG217QN STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: SCOOP INC/DE DATE OF NAME CHANGE: 19970325 10-Q 1 a10-q.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 --------------------------------------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from -------------------- to ----------------------- Commission file number 000-22281 24HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE 33-0726608 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Cyberia House Church Street, Basingstoke Hampshire RG21 7QN United Kingdom (Address of Principal Executive Offices) +44 1256 867 800 (Telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes X No --- ----- APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Number of shares of Common Stock outstanding at August 13, 2003: 85,486,716. PART I FINANCIAL INFORMATION Item 1. Financial Statements. 24HOLDINGS INC. (FORMERLY KNOWN AS SCOOP, INC.) CONSOLIDATED BALANCE SHEETS
June 30, 2003 December 31, 2002 -------------- ----------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,305 $ 802,091 Accounts receivable 1,532,363 1,424,802 Inventory 500,308 315,576 Prepaid expenses and other assets 43,780 67,230 -------------- --------------- Total current assets 2,078,756 2,609,699 Property and equipment, net of accumulated depreciation and amortization 1,421,829 1,368,342 -------------- ------------- $ 3,500,585 $ 3,978,041 ============== =============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,660,918 $ 2,377,599 Credit facility 1,299,092 874,110 Current portion of loan payable, bank 105,142 88,469 Total current liabilities 3,065,152 3,340,178 Loan payable, bank, less current portion 158,620 212,414 Deferred taxes 88,000 89,200 Shareholders' equity: Preferred stock; $0.001 par value, 5,000,000 authorized, no shares issued and outstanding - - Common stock; $.001 par value, 100,000,000 shares authorized 96,147,396 and 96,147,396 shares issued and outstanding, respectively 36,742 36,742 Additional paid in capital 10,362,233 10,362,233 Other comprehensive loss (174,506) (194,643) Accumulated deficit (10,035,656) (9,868,083) ------------- ---------------- Total shareholders' equity 188,813 336,249 $ 3,500,585 $ 3,978,041 ============= ================
The accompanying notes form an integral part of these financial statements 24HOLDINGS INC. (FORMERLY KNOWN AS SCOOP, INC.) CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended Three months ended Six months ended Six months ended June 30, 2003 June 30, 2002 June 30, 2003 June 30, 2002 -------------------- ----------------- ----------------- ----------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ 2,991,615 $ 5,930,663 $ 7,182,227 $ 10,903,327 Cost of Revenue 2,623,529 5,440,061 6,247,213 9,961,437 -------------------- ---------------- ----------------- --------------- Gross profit 368,086 490,602 935,014 941,890 Operating expenses: Distribution costs 68,332 85,789 167,016 171,197 General and adminstrative expenses 414,692 433,427 869,743 854,096 Depreciation 19,395 16,125 36,913 33,630 -------------------- ---------------- ----------------- --------------- Total operating expenses 502,419 535,341 1,073,672 1,058,923 -------------------- ---------------- ----------------- --------------- Net loss before interest and other income and interest expense (134,333) (44,740) (138,658) (117,034) Interest and other income (894) (1,443) (1,693) (2,914) Interest expense 16,612 13,212 30,607 31,450 -------------------- ---------------- ----------------- --------------- Net loss before provision for income taxes (150,051) (56,509) (167,573) (145,570) Provision for income taxes - - - - -------------------- ---------------- ----------------- --------------- Net loss $ (150,051) $ (56,509) $ (167,573) $ (145,570) ==================== ================ =============== =============== Net loss per share - basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ==================== ================ =============== =============== Weighted average number of shares outstanding - basic and diluted 85,493,352 95,199,780 85,493,352 90,316,417 ==================== ================ =============== =============== The accompanying notes form an integral part of these financial statements
24HOLDINGS INC. (FORMERLY KNOWN AS SCOOP, INC.) CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Six months ended Six months ended June 30, 2003 June 30, 2002 (Unaudited) (Unaudited) Cash flows provided by (used for) operating activities: Net income (loss) $ (167,573) $ (145,570) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation 36,913 33,630 Foreign currency translation 20,903 45,589 Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable (68,334) 103,068 Loans receivable, related party - (10,607) Prepaid expenses 24,708 (14,203) Inventory (173,935) 164,935 Changes in assets and liabilities: (Increase) decrease in assets: Accounts payable and accrued expenses (767,843) (977,535) Income taxes payable (1,049) 785 Deferred taxes (1,200) (1,200) ---------------- ------------------- Total adjustments (929,837) (655,538) ---------------- ------------------- Net cash used for operating activities (1,097,410) (801,108) Cash flows used for investing activities - Acquisition of property and equipment (53,974) (3,969) ---------------- ------------------- Net cash provided by (used for) investing activities (53,974) (3,969) ---------------- ------------------- Cash flows provided by (used for) financing activities: Credit facility 396,218 (311,469) Payment on long-term debt, bank (44,620) (33,749) --------------- ------------------- Net cash provided by (used for) financing activities 351,598 (345,218) --------------- ------------------- Net decrease in cash (799,786) (1,150,295) Cash, beginning of period 802,091 1,339,650 --------------- ------------------- Cash, end of period $ 2,305 $ 189,355 =============== =================== Supplemental disclosure of cash flow information: Interest paid $ 29,192 $ 73,687 =============== =================== Income taxes paid $ - $ - =============== =================== Supplemental disclosure of non-cash investing and financing activities: Shares issued upon conversion of long term debt, related party $ 517,043 ===================
The accompanying notes form an integral part of these financial statements 24HOLDINGS INC. (formerly known as Scoop, Inc.) NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2003 (1) Description of Business: Interim Financial Statements: The accompanying financial statements include all adjustments (consisting of only normal recurring accruals), which are, in the opinion of management, necessary for a fair presentation of the results of operations for the periods presented. Interim results are not necessarily indicative of the results to be expected for a full year. The financial statements should be read in conjunction with the financial statements included in the annual report of 24Holdings Inc. and subsidiary on Form 10-K for the year ended December 31, 2002. General: 24Holdings Inc., formerly known as Scoop, Inc. ("24Holdings" or the "Company"), was incorporated in 1996 in the state of Delaware as an online news provider. In July 1998, the Company filed a petition for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Central District of California. On October 5, 1999 pursuant to a Plan of Reorganization approved by the Bankruptcy Court, the Company was acquired in a reverse merger with 24STORE (Europe) Limited, formerly known as 24STORE.com Limited ("24STORE"), whose parent company acquired 91% of the outstanding shares of the Company, or 60,783,219 of newly issued shares, in exchange for all the outstanding shares of 24STORE. 24STORE was incorporated July 28, 1998 in England and Wales, and was a wholly owned subsidiary of InfiniCom AB, a publicly listed company on the SBI market in Sweden, whose principal activity is that of a consulting company. On May 6, 1999, 24STORE acquired three companies registered in the United Kingdom, related through common ownership. Scoop, Inc. changed its name to 24Holdings Inc. on April 2, 2001. All the consolidated entities are in the business of selling and distributing consumer and commercial electronic products in Europe. Basis of Presentation: The Company's financial statements have been presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net losses of $827,279 and $167,573 during the year ended December 31, 2002 and the six months ended June 30, 2003, respectively, and has an accumulated deficit of $10,035,656 at June 30, 2003. The Company had negative working capital of $986,396 at June 30, 2003. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management is currently attempting to decrease operating costs and enter into new sources of revenue, including software sales and consulting, and selling some assets to raise funds. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. -2- 24HOLDINGS INC. (formerly known as Scoop, Inc.) NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2003 Recent Accounting Pronouncements: During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133 on Derivative Instruments and Hedging Activities", effective for contracts entered into or modified after June 30, 2003, except as stated below and for hedging relationships designated after June 30, 2003. In addition, except as stated below, all provisions of this Statement should be applied prospectively. The provisions of this Statement that relate to Statement 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. In addition, paragraphs 7(a) and 23(a), which relate to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to both existing contracts and new contracts entered into after June 30, 2003. The Company does not participate in such transactions. However, the Company is evaluating the effect of this new pronouncement, if any, and will adopt FASB 149 within the prescribed time. During May 2003, the FASB issued SFAS 150 - "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a freestanding financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. Some of the provisions of this Statement are consistent with the current definition of liabilities in FASB Concepts Statement No. 6, Elements of Financial Statements. The Company is evaluating the effect of this new pronouncement and will adopt FASB 150 within the prescribed time. (2) Principles of Consolidation: The accompanying consolidated statements include the accounts of 24Holdings Inc. and subsidiaries. All significant intercompany transactions and accounts have been eliminated. The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Accordingly, assets and liabilities are translated at year-end exchange rates, and operating statement items are translated at average exchange rates prevailing during the year. The resulting translation adjustments are recorded as other comprehensive income. Exchange adjustments resulting from foreign currency transactions are included in the determination of net loss. (3) Contingencies: On January 28, 2002, the Company's parent company, InfiniCom AB, applied to the Stockholm District Council for reconstruction in accordance with Swedish law, similar to a Chapter 11 filing in the United States bankruptcy system. The parent company restructured its debt and emerged from reconstruction during 2002. As a result, the parent company is experiencing difficulties in providing funds to assist in financing the working capital of the Company, including the reporting requirements of the Company. The parent company experienced a change of control during the second quarter of 2003 and subsequent to June 30, 2003 has advanced some funds to the Company. However, it cannot be guaranteed that the parent company will continue to advance funds to the Company, either for operations or reporting requirements. On July 17, 2002, the Company, by way of redundancy, terminated the employment of its President/Chief Executive Officer, with the Company's Board of Directors ratifying the termination on August 12, 2002. Under the terms of the former President/Chief Executive Officer's employment agreement with the operating companies, the Company paid six months' salary to him upon his termination. The former President/Chief Executive Officer pursued a claim against the Company in the United Kingdom for unfair dismissal; however, during March 2003 the Company reached a settlement agreement with the former President/Chief Executive Officer for approximately $72,000, which amount has been paid as of June 30, 2003. -3- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's interim results of operations and financial condition. This discussion should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management will evaluate its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management will base its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, such as the deferred tax asset valuation. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2002. RESULTS OF OPERATIONS For the Three Months ended June 30, 2003: NET SALES. Net sales for the three months ended June 30, 2003 were $2,991,615 compared to $5,930,663 for the three months ended June 30, 2002 representing a decrease of 50%. The main reasons for the reduction in the three months ended June 30, 2003 were reduced sales to a volume export account, and general market weakness in the computer hardware market. GROSS PROFIT. Gross profit for the three months ended June 30, 2003 was $368,086 compared to $490,602 for the three months ended June 30, 2002 representing a decrease of 25%. Gross profits as a percentage of sales were 12.3% for the three months ended June 30, 2003 compared to 8.3% for the three months ended June 30, 2002. The increase in gross profit as a percentage of sales between periods is primarily a result of the reduction in sales to a low margin high volume export account, which had decreased the gross profit during the three months ended June 30, 2002, and improved product mix. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the three months ended June 30, 2003 were $502,419 compared to $535,341 for the three months ended June 30, 2002. The decrease is primarily attributable to a reduction in advertising expenditure and reduction in audit/accountancy cost accruals. INTEREST EXPENSE. Interest expense, net of interest income for the three months ended June 30, 2003 was $15,718 compared to $11,769 for the three months ended June 30, 2002. INCOME TAXES. There was no tax expense during either period. For the Six Months ended June 30, 2003: NET SALES. Net sales for the six months ended June 30, 2003 were $7,182,227 compared to $10,903,327 for the six months ended June 30, 2002 representing a decrease of 34%. The reduction in sales was primarily attributable to a drop in demand across the computer market and reduced sales to a low margin volume export account in the first half of 2002. This volume export customer accounted for approximately 20% of net sales in the six months ended June 30, 2002. -4- GROSS PROFIT. Gross profit for the six months ended June 30, 2003 was $935,014 compared to $941,890 for the six months ended June 30, 2002 representing a decrease of 1%. Gross profit as a percentage of sales was 13.0% for the six months ended June 30, 2003 compared to 8.6% for the six months ended June 30, 2002. The increase in percentage gross profits is primarily attributable to reduced sales to the low margin volume export account, improved product mix, and higher margins achieved on a new division offering solution based computer software sales. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the six months ended June 30, 2003 were $1,073,672 compared to $1,058,924 for the six months ended June 30, 2002. In local currency both the Parent company, and its UK subsidiaries reduced their expenses for the six months ended June 30, 2003, expense reductions were primarily in staffing levels, and legal and professional expenses. Due however to the change in US Dollar/Pounds Sterling exchange rates after translation there was a 2% increase in expenses compared to the six months ended June 30, 2002. INTEREST EXPENSE. Interest expense, net of interest income for the six months ended June 30, 2003 was $28,915 compared to $28,536 for the six months ended June 30, 2002. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents at June 30, 2003 were $2,305 compared to $802,891 as of December 31, 2002. This decrease is primarily due to the position of cash advances on the revolving line of credit at year-end and the timing of payments to creditors at year-end and at June 30, 2003. The cash balance has remained substantially unchanged for the three months ended June 30, 2003, compared to a net decrease of $174,532 in the three months ended June 30, 2002. In its United Kingdom operating subsidiaries the Company has (1) a revolving line of credit based on 70% of eligible receivables and (2) a ten year mortgage expiring in 2008, secured by the underlying property and (3) a $75,000 overdraft facility. The mortgage, the revolving line of credit and the overdraft facility bear interest at the prime rate plus 2%. Item 3. Quantitative and Qualitative Disclosures About Market Risk. The Company does not hold any derivative financial instruments. However, the Company is exposed to interest rate risk. The Company believes that the market risk arising from holdings of its financial instruments is not material. However, all of the Company's operations are conducted through its subsidiary 24STORE and denominated in British pounds sterling and none of the Company's revenues are generated in US Dollars. For consolidation purposes, the assets and liabilities of 24STORE are converted to US Dollars using year-end exchange rates and results of operations are converted using a monthly average rate during the year. Fluctuations in the currency rates between the United Kingdom, Norway and the United States may give rise to material variances in reported earnings of the Company. Item 4. Controls and Procedures. The Company maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. Within 90 days prior to the date of this report, the Company's Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of these controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation. -5- PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is filed. -6- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 14, 2003 24HOLDINGS INC. By: /s/ Michael Neame ------------------------------------- Michael Neame President and Chief Executive Officer By: /s/ Roger Woodward ------------------------------------- Roger Woodward Chief Financial Officer and Secretary (Principal Accounting Officer) CERTIFICATIONS I, Michael Neame, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of 24Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and 5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: August 14, 2003 By: /s/ Michael Neame -------------------------------- Name: Michael Neame Title: President and Chief Executive Officer -2- CERTIFICATIONS I, Roger Woodward, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of 24Holdings Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and 5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: August 14, 2003 By: /s/ Roger Woodward --------------------------------------- Name: Roger Woodward Title: Chief Financial Officer (Principal Accounting Officer) -4- EX-99.1 3 exh_99-1.txt CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of 24Holdings Inc. (the "Company") on Form 10-Q for the period ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Neame, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Michael Neame ------------------------------------ Michael Neame President and Chief Executive Officer Dated: August 14, 2003 EX-99.2 4 exh_99-2.txt CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of 24Holdings Inc. (the "Company") on Form 10-Q for the period ended June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roger Woodward, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Roger Woodward --------------------------------- Roger Woodward Chief Financial Officer Dated: August 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----