-----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, S1xmEGuvccEZkKdIwYkarI80ak++9cN7/E7hmF9vXifWRWEV/E/i+kuTeRP6dw19 caNWAe46Tz59llo39nuBYw== 0000950127-04-000804.txt : 20040819 0000950127-04-000804.hdr.sgml : 20040819 20040818182631 ACCESSION NUMBER: 0000950127-04-000804 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040819 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: 04984990 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 form10q.txt FORM 10-Q 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, 2004 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 ___ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X 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 16, 2004: 96,147,395. PART I FINANCIAL INFORMATION Item 1. Financial Statements. 24HOLDINGS INC. (FORMERLY KNOWN AS SCOOP, INC.) CONSOLIDATED BALANCE SHEET
June 30, 2004 December 31, 2003 ------------------- ------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 943 $ 147,841 Accounts receivable - 2,158,883 Inventory - 161,697 Prepaid expenses and other assets - 34,710 Current assets of subsidiary held for sale 1,280,022 - --------------------- ------------------ Total current assets 1,280,965 2,503,131 Property and equipment - held for sale, net of accumulated depreciation and amortization 55,126 70,625 Long term assets held for sale - 1,405,720 -------------------- ------------------ $ 1,336,091 $ 3,979,476 ==================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities- Accounts payable and accrued expenses 56,568 $ 2,178,856 Credit facility - 1,044,285 Current portion of loan payable, bank - 113,523 Current liabilities of subsidiary held for sale 1,025,190 - -------------------- ------------------ Total current liabilities 1,081,758 3,336,664 Loan payable, bank, less current portion - 121,214 Long term note payable, related party 149,976 89,976 Deferred taxes - 86,800 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 shares 36,742 36,742 issued and outstanding Additional paid in capital 10,362,233 10,362,233 Other comprehensive loss (187,404) (110,733) Accumulated deficit (10,107,214) (9,943,420) --------------------- -------------------- Total shareholders' equity 104,357 344,822 $ 1,336,091 $ 3,979,476 ==================== ==================== (0) $ -
24HOLDINGS INC. (FORMERLY KNOWN AS SCOOP, INC.) CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)
Three months Three months ended ended Six months ended Six months ended June 30, 2004 June 30, 2003 June 30, 2004 June 30, 2003 ------------- ------------- ------------- ------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue: $ - $ - $ - $ - Cost of Revenue - - - - ----------- ---------- ----------- ---------- Gross profit - - - - Operating expenses: General and administrative expenses 26,446 19,468 53,410 47,471 ----------- ---------- ----------- ---------- Total operating expenses 26,446 19,468 53,410 47,471 Loss from continuing operations before interest expense and provision for taxes (26,446) (19,468) (53,410) (47,471) Interest expense - - - - ----------- ---------- ----------- ---------- Loss from continuing operations before provision for income taxes (26,446) (19,468) (53,410) (47,471) Provision for income taxes - - - - ----------- ---------- ----------- ---------- Loss from continuing operations (26,446) (19,468) (53,410) (47,471) Loss from discontinued operations, net of taxes (30,347) (130,583) (110,385) (120,104) Net income (loss) $ (56,793) $ (150,051) $ (163,795) $(167,575) ==================================================================== Net loss per share - continuing operations basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ==================================================================== Net loss per share - discontinued operations basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ==================================================================== Weighted average number of shares outstanding - basic and diluted 96,147,396 85,493,352 96,147,396 85,493,352 ====================================================================
See accompanying notes to consolidated financial statements 24HOLDINGS INC. (FORMERLY KNOWN AS SCOOP, INC.) CONSOLIDATED STATEMENT OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Six months ended Six months ended June 30, 2004 June 30, 2003 ---------------- ----------------- (Unaudited) (Unaudited) Cash flows provided by (used for) operating activities: Net loss $ (163,795) $ (167,575) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation 37,072 36,913 Foreign currency translation (15,569) 20,903 Gain on sale of building (180,247) - Changes in assets and liabilities: (Increase) decrease in assets: Accounts receivable 1,256,695 (68,333) Loans receivable, related party - - Prepaid expenses (21,396) 24,708 Inventory 60,683 (173,935) Increase (decrease) in liabilities: Accounts payable and accrued expenses (1,310,521) (767,843) Income taxes payable 95,925 (1,049) Deferred taxes (86,800) (1,200) ------------- ------------- Total adjustments (164,158) (929,837) --------- --------- Net cash used for operating activities (327,953) (1,097,412) Cash flows provided by (used for) investing activities: Proceeds from sale of property and equipment, net of fees 1,510,037 (53,974) Due to/from related parties 60,000 - ------------- ------------- Net cash provided by (used for) investing activities 1,570,037 (53,974) ------------- ------------- Cash flows provided by (used for) financing activities: Credit facility (1,052,472) 396,218 Payment on long-term debt, bank (236,578) (44,620) ------------- ------------- Net cash provided by (used for) financing activities (1,289,050) 351,598 ------------- ------------- Net increase (decrease) in cash (46,966) (799,788) Cash, beginning of period 147,841 802,091 ------------- ------------- Cash, end of period $ 194,807 2,305 ============================== Supplemental disclosure of cash flow information: Interest paid $ 17,573 29,142 ============================== Income taxes paid $ - $ - ============================== See accompanying notes to consolidated financial statements 24HOLDINGS INC. (formerly known as Scoop, Inc.) NOTES TO FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2004 (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, 2003. General: 24Holdings Inc., formerly known as Scoop, Inc. ("24Holdings" or the "Company"), is a majority owned subsidiary of InfiniCom AB, a publicly listed company on the SBI market in Sweden. 24Holdings has a wholly owned subsidiary, 24Store Europe LTD, located in the United Kingdom. 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 $163,795 and $107,001 during the six months ended June 30, 2004 and the year ended December 31, 2003, respectively, and has an accumulated deficit of $10,107,214 at June 30, 2004. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company recently sold the building in which they operate, which raised net proceeds of approximately $1,500,000. This money has been used to pay down certain liabilities and for working capital. Management is also considering the sale of the Company's UK operating subsidiary (see Note 3). 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, 2004 (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 income (loss). (3) Discontinued Operations: The Company's management intends to dispose of the Company's UK subsidiary, 24Europe, which presently is anticipated to occur within the next six months. The Company is currently in discussions with its Parent company, Infinicom, concerning Infinicom's possible acquisition of 24Europe in exchange for a note payable. As the intended sale would meet all the requirements of paragraph 30 of Statements of Financial Accounting Standards ("SFAS") 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", the assets and liabilities of the subsidiary have been classified as Held for sale on the accompanying balance sheet, while the results of operations have been presented as discontinued operations for all periods presented. As the Company would anticipate selling the subsidiary for an amount in excess of the carrying value, no loss on disposal has been recognized and included as a component of discontinued operations. The carrying amounts of the major classes of assets and liabilities included as part of the assets and liabilities held for sale at June 30, 2004, are as follows: Cash and cash equivalents $ 193,864 Accounts receivable 926,264 Inventory 56,818 Prepaid expenses and other assets 103,077 ------------ Current assets held for sale 1,280,023 Property and equipment - held for sale 55,125 Accounts payable and accrued expenses 928,519 Income taxes payable 96,671 ------------- Current liabilities held for sale $1,025,190 (4) Sale of Building: During the first quarter of 2004, the Company completed its negotiations on the sale of the freehold property in which their operations are conducted, for approximately $1,523,000. On March 25th 2004 contracts for the sale of the building were exchanged with the completion of the sales was made on April 14th 2004. The sale resulted in a gain on sale recognized in the accompanying -3- financial statements of approximately $180,000, which includes the write off of the deferred tax liability which arose in relation to the step up in basis upon acquisition of the UK subsidiary. As the building was an asset of the UK subsidiary which the Company contemplates disposing of (see Note 3) this gain on sale is included in discontinued operations in the accompanying Statement of Operations. 24Store Ltd, a wholly owned subsidiary of 24 Holdings Inc., entered into a lease with the purchaser of the building on completion of the sale to remain in the building for the next 18 months. -4- 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, 2003, filed with the Securities and Exchange Commission. PLAN OF OPERATIONS The Company's management intends to dispose of its UK subsidiary, 24Europe, which presently is anticipated to occur within the next six months. The Company is currently in discussions with its parent company, Infinicom, concerning Infinicom's possible acquisition of 24Europe in exchange for a note payable. As the intended sale meets all the requirements of paragraph 30 of Statements of Financial Accounting Standards ("SFAS") 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", the assets and liabilities of the subsidiary have been classified as Held for sale on the accompanying balance sheet, while the results of operations have been presented as discontinued operations for all periods presented. The following discussions of results of operations have been separated into continuing and discontinued operations to be more meaningful. RESULTS OF OPERATIONS For the Three Months ended June 30, 2004: Continuing Operations SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the three months ended June 30, 2004 were $26,466 compared to $19,468 for the three months ended June 30, 2003. The main reason for the increases were accrual adjustments made to June 2003 for Directors fees and Legal fees. For the Three Months ended June 30, 2004: Discontinued Operations NET SALES. Net sales for the three months ended June 30, 2003 were $2,198,610 compared to $2,991,615 for the three months ended June 30, 2003 representing a decrease of 26%. The failure of 24Store Ltd to make significant investment in a website and internet sales due to lack of funds had an adverse effect on sales in a market that continues to move to this channel. With the cash raised from the sale of the building the Company is developing their new website to improve internet marketing. GROSS PROFIT. Gross profit for the three months ended June 30, 2004 was $256,214 compared to $368,086 for the three months ended June 30, 2003 representing a decrease of 30%. Gross profits as a percentage of sales were 11.7% for the three months ended June 30, 2004 compared to 12.3% for the three months ended June 30, 2003. The changes in gross profit between periods are a result of a reduction in marketing support from major suppliers. -5- SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the three months ended June 30, 2004 were $351,875 compared to $482,949 for the three months ended June 30, 2003. $115,193 of the decrease was the result in reductions in salaries and marketing cost. SALE OF BUILDING During the first quarter of 2004, the Company completed its negotiations on the sale of the freehold property in which their operations are conducted, for approximately $1,523,000, with the completion of the sales made on April 14th 2004. The sale resulted in a gain on sale recognized in the accompanying financial statements of approximately $180,000, which includes the write off of the deferred tax liability of approximately $86,000, which arose in relation to the step up in basis upon acquisition of the UK subsidiary. A provision for UK tax on the profit on the building sale was made of $97,520, which is included in the loss on discontinued operations. INTEREST EXPENSE. Interest expense, net of interest income for the three months ended June 30, 2004 was $4,600 compared to $15,721 for the three months ended June 31, 2003, this reduction is the result of paying off the mortgage on the building, with the respective reduction in mortgage interest. INCOME TAXES. An income tax provision has been made for the profit on sale of building of $97,520. LIQUIDITY AND CAPITAL RESOURCES: Continuing Operations Cash and cash equivalents at June 30, 2004 were $943 compared to $13,283 as of December 31, 2003. This reduction in cash was from payments on accounts payable. LIQUIDITY AND CAPITAL RESOURCES: Discontinued Operations Cash and cash equivalents at June 30, 2004 were $193,863 compared to $134,558 as of December 31, 2003. This increase is the result of the cash proceeds received from the sale of the building. The cash generated from the sale has been used to pay off the long-term debt on the building and to reduce the borrowing on our credit facility with Lombard. In its United Kingdom operating subsidiaries the Company has a revolving line of credit based on 70% of eligible receivables. The revolving line of credit bears interest at the prime rate plus 2%. For the Six Months ended June 30, 2004: Continuing Operations SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the six months ended June 30, 2004 were $53,410 compared to $47,471 for the six months ended June 30, 2003. -6- For the Six Months ended June 30, 2004: Discontinued Operations NET SALES. Net sales for the six months ended June 30, 2004 were $5,233,606 compared to $7,182,227 for the six months ended June 30, 2003 representing a decrease of 27%. The reduction in sales was primarily attributable to a drop in demand across the market and a loss in our market position because of the failure to invest in improved website and internet sales. With the cash raised from the sale of the building the Company is developing their new website to improve internet marketing. GROSS PROFIT. Gross profit for the six months ended June 30, 2004 was $634,324 compared to $935,014 for the six months ended June 30, 2003 representing a decrease of 32%. Gross profit as a percentage of sales was 12.1% for the six months ended June 30, 2004 compared to 13.0% for the six months ended June 30, 2003. The main reason for the margin on sales decline was a reduction in marketing funding from suppliers. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative ("SG&A") expenses for the six months ended June 30, 2004 were $772,808 compared to $1,026,200 for the six months ended June 30, 2003. The reduction was primarily the result of savings in salaries and advertising cost. SALE ON BUILDING. On April 14, 2004 the Company completed its sale of the freehold property in which their operations are conducted, for approximately $1,523,000. The sale resulted in a gain on sale recognized in the accompanying financial statements of approximately $180,000, which includes the write off of the deferred tax liability of approximately $86,000, which arose in relation to the step up in basis upon acquisition of the UK subsidiary. INTEREST EXPENSE. Interest expense, net of interest income for the six months ended June 30, 2004 was $17,558 compared to $28,917 for the six months ended June 30, 2003.The reduction is the result of paying off the mortgage on the property at the start of the second quarter. 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 or, prior to the sale of its Norwegian subsidiary, Norwegian Kroner, 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's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures, as defined in Rule 13a-15(e) -7- of the Securities Exchange Act of 1934, as amended, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, the Company's disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under such Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There was no change in the Company's internal control over financial reporting during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. -8- PART II OTHER INFORMATION Item 5. Other Information. On April 14, 2004, the Company completed its sale of the building currently occupied by the Company for a total cash purchase price of $1,523,220. The purchase price was determined by appraisal and negotiation among the parties to the sale. The purchasers were third parties with no prior relationship with the Company or any of its officers and directors. As part of the sale transaction, 24Store Ltd, a wholly owned subsidiary of 24Holdings Inc., entered into a lease with the purchaser of the building to remain in the building for an 18-month transitional period. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 31.1 Chief Executive Officer Certification pursuant to Rule 13a-14(a) under the Securities Act of 1934 31.2 Chief Financial Officer Certification pursuant to Rule 13a-14(a) under the Securities Act of 1934 32.1 Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 32.2 Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 (b) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter for which this report is filed. -9- 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 18, 2004 24HOLDINGS INC. By: /s/ Urban von Euler ---------------------------------------- Urban von Euler President and Chief Executive Officer By: /s/ Roger Woodward ---------------------------------------- Roger Woodward Chief Financial Officer and Secretary (Principal Accounting Officer) EX-31.1 2 exhibit31_1.txt CEO CERTIFICATION PURSUANT TO RULE 13A-14(A) CERTIFICATIONS I, Urban von Euler, 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)) 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) 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 (c) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the Quarterly 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 18, 2004 By: /s/ Urban von Euler ---------------------------- Name: Urban von Euler Title: President and Chief Executive Officer EX-31.2 3 exhibit31_2.txt CFO CERTIFICATION PURSUANT TO RULE 13A-14(A) 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)) 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) 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 (c) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the period covered by the Quarterly 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 18, 2004 By: /s/ Roger Woodward ------------------------------ Name: Roger Woodward Title: Chief Financial Officer EX-32.1 4 exhibit32_1.txt CEO CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350 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, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Urban von Euler, 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/ Urban von Euler ----------------------------- Urban von Euler President and Chief Executive Officer Dated: August 18, 2004 EX-32.2 5 exhibit32_2.txt CFO CERTIFICATION PURSUANT TO 18 U.S.C. SEC. 1350 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, 2004, 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 18, 2004 -----END PRIVACY-ENHANCED MESSAGE-----