June 16, 2005
Room 4561
Urban von Euler
Chief Executive Officer
24Holdings Inc.
Cyberia House
Church Street, Basingstoke
Hampshire RG21 7QN
United Kingdom
Re: 24Holdings Inc.
Preliminary Information Statement on Schedule 14C
Filed June 7, 2005
File No. 0-22281
Dear Mr. von Euler:
This is to advise you that we have limited our review of your
filing to the matters addressed in the comments below. No further
review of the information statement has been or will be made. All
persons who are by statute responsible for the adequacy and
accuracy
of the information statement are urged to be certain that all
information required under the Securities Exchange Act of 1934 has
been included.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. Please expand your filing to disclose the rights of appraisal
or
similar rights of dissenters with respect to the sale of 24STORE
to
Infinicom. See Item 1 of Schedule 14C and Item 3 of Schedule 14A.
2. The disclosure in your 2004 Form 10-K indicates that you had
233
holders of record as of April 14, 2005. Please confirm that the
current number of record holders is less than 300.
Proposed Action to Be Taken, page 1
3. You indicate that the company will sell InfiniCom certain
intellectual property rights in exchange for GBP 350,000 "and an
amount to be determined by the parties" at the closing of the
24STORE
sale, with such sum to be paid through a set-off against all
outstanding and contingent liabilities of the company to InfiniCom
as
of the closing of the sale. Please revise your disclosure to
provide
more specific information regarding the additional amount to be
determined by the parties. For example, if you currently know
what
this amount is, you should disclose it. If you do not know the
amount now, revise to disclose the amount of outstanding and
contingent liabilities you currently owe InfiniCom.
4. We note that the proposed sale of InfiniCom`s stock in the
company
to Moyo Partners and R&R Biotech Partners LLC will result in a
change
of control of the company. Please revise to provide more specific
disclosure regarding such change of control, including the
beneficial
ownership of the company`s executive officers, directors and
principal stockholders following the sale of Infinicom`s stock in
the
company. Additionally, if any new directors will be appointed
following Infinicom`s sale of company shares to Moyo Partners and
R&R
Biotech, you should revise to provide all information required by
Item 401 of Regulation S-B.
The Sale of Stock of 24Store
Reasons for Engaging in the Transaction, page 4
5. While your information statement merely indicates that it is
the
company`s belief that the proposed purchasers of Infinicom`s
majority
interest intend to cause the company to merge with or acquire an
existing business, we note from the Form 8-K filed June 2, 2005
that
such future merger is required in order for Infinicom to receive
payment for its shares of the company. Please revise your
information statement to disclose the material terms of the
transaction between the company, Infinicom, Moyo Partners and R&R
Biotech. Additionally, if any merger candidates have been
identified
or if you are aware of the types of businesses being considered,
please revise to disclose this information as well.
Opinions, Reports and Appraisals, page 4
6. You indicate that the Tenon report was only one of many factors
considered by the company in its evaluation of the sale of 24STORE
stock. Please revise to disclose what the other factors were and
how
they affected the company`s decision to sell 24STORE.
7. Please revise to disclose who negotiated the sale on behalf of
the
company. In this regard, we note that Urban von Euler and Larsake
Sandin are affiliated with both the company and Infinicom. Did
other
non-interested parties engage in the negotiations? Additionally,
revise to provide a more detailed description of the negotiations
and
how they progressed over time. For example, disclose how and why
the
negotiations began and how the material terms of the agreement
were
determined.
8. We note that Tenon utilized an asset basis methodology because
it
"is typically used to value under-performing or loss-making
businesses, or high asset based companies." Please revise to
disclose the basis for this statement. Additionally, revise to
disclose whether Tenon considered recent sales of other comparable
companies in its valuation and if not, why not.
Interests of Certain Persons in the Transaction, page 5
9. Please revise to indicate whether any of your executive
officers
or directors are affiliated with Moyo Partners or R&R Biotech.
Financial Data, page 5
10. Please revise your information statement to include unaudited
financial statements of 24STORE for the periods required by Item
14
of Schedule 14A. See Question 6 under Subsection H (Financial
Statements) of Section I (Regulation M-A) of the Third Supplement
(July 2001) to the Manual of Publicly Available Telephone
Interpretations.
* * * * *
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the Company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the Company acknowledging that:
* the Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
If you have any questions, please call Sara Kalin at (202)
551-
3454. If you need further assistance, you may contact me at (202)
551-3730.
Sincerely,
Mark P. Shuman
Branch Chief-Legal
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Mr. Urban von Euler
24Holdings Inc.
June 16, 2005
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