U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended: September 30, 2007
[ ] TRANSITION REPORT UNDER 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 small business issuer as specified in its charter)
Delaware 33-0726608
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47 School Avenue
Chatham, NJ 07928
(Address of principal executive offices)
973-635-4047
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the issuer is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of issuer's common equity as of the last
practicable date: As of October 11, 2007, there were 1,244,902 shares of common
stock outstanding.
Transactional Small Business Disclosure Format (Check One): Yes [ ] No [X]
24HOLDINGS INC.
Quarterly Report on Form 10-QSB
For the Period Ended September 30, 2007
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
PAGE
----
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet as of September 30, 2007 (unaudited) 3
Statements of Operations for the Three and Nine Months Ended
September 30, 2007 and 2006 (unaudited) 4
Statements of Cash Flows for the Nine Months Ended
September 30, 2007 and 2006 (unaudited) 5
NOTES TO FINANCIAL STATEMENTS (unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 10
ITEM 3. CONTROLS AND PROCEDURES 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS 11
SIGNATURES 12
FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-QSB are
"forward-looking statements" regarding the plans and objectives of management
for future operations and market trends and expectations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions involving the continued
expansion of our business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives and plans will be achieved. We undertake
no obligation to revise or update publicly any forward-looking statements for
any reason. The terms "we", "our", "us", or any derivative thereof, as used
herein refer to 24Holdings Inc., a Delaware corporation, and its predecessors.
2
PART I. - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
24HOLDINGS INC.
BALANCE SHEET
September 30, 2007
(unaudited)
ASSETS
------
Current Assets
Cash and cash equivalents $ 10,876
------------
TOTAL CURRENT ASSETS 10,876
------------
TOTAL ASSETS $ 10,876
============
LIABILITIES AND STOCKHOLDER'S DEFICIT
-------------------------------------
Current Liabilities
Accrued expenses $ 11,946
------------
TOTAL CURRENT LIABILITIES 11,946
------------
TOTAL LIABILITIES $ 11,946
STOCKHOLDER'S DEFICIT
Convertible 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, 1,244,902 shares issued and outstanding 1,245
Additional paid-in capital 10,662,358
Deficit accumulated during the development period (10,664,673)
------------
TOTAL STOCKHOLDER'S DEFICIT $ (1,070)
------------
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT $ 10,876
============
The accompanying notes are an integral part of these financial statements.
3
24HOLDINGS INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
2007 2006 2007 2006
-------------- --------------- ------------- ---------------
Revenues $ - $ - $ - $ -
Expenses
General and administrative 7,975 2,892 31,086 57,248
----------- ----------- ----------- -----------
Total operating expenses 7,975 2,892 31,086 57,248
----------- ----------- ----------- -----------
Net Loss $ (7,975) $ (2,892) $ (31,086) $ (57,248)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 1,244,902 769,179 1,244,902 769,179
=========== =========== =========== ===========
Net loss per share - basic and
fully diluted $ (0.01) $ (0.00) $ (0.02) $ (0.07)
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
4
24HOLDINGS INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30, September 30,
2007 2006
------------------------------ ---------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (31,086) $ (57,248)
Preferred shares issues for services - 18,750
Changes in operating assets and liabilities
Accounts receivable - 7,500
Accrued expenses (2,672) (31,438)
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (33,759) (62,436)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Contributed capital 15,000 -
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 15,000 -
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (18,759) (62,436)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 29,635 100,000
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 10,876 $ 37,564
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
Interest paid $ - $ -
========= =========
Income taxes paid $ - $ -
========= =========
The accompanying notes are an integral part of these financial statements.
5
24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2007
(unaudited)
NOTE 1 - DESCRIPTION OF COMPANY:
We are a Delaware corporation formerly known as Scoop, Inc. In April 2001,
Scoop, Inc. amended its Certificate of Incorporation to change its name to
24Holdings Inc. ("we", "our", "us" or "24Holdings"). Prior to September 30,
2005, 24Holdings was a holding company that conducted its business operations
through its wholly owned subsidiary 24STORE (Europe) Limited, a company
incorporated under the laws of England formerly known as 24STORE.com Limited
("24STORE"). 24STORE commenced business operations in 1996 and focused on the
sale of media products and business information services. Commencing in July
1998, we underwent voluntary reorganization under Chapter 11 of the United
States Bankruptcy Code. In accordance with the Plan of Reorganization approved
by the Bankruptcy Court in December 1999, InfiniCom, AB, a Swedish registered
company ("Infinicom"), acquired 91% of our outstanding stock in exchange for
100% of the stock of 24STORE. Subsequent to Infinicom's acquisition in 1999 and
until September 30, 2005, the business operations of 24STORE, which represented
all of our operations, were devoted to supplying business customers with
computer and electronics products.
On October 23, 2006 (the "Effective Date"), we implemented a 1 for 125 reverse
stock split (the "Reverse Split") of our common stock par value $0.001 per share
(the "Common Stock"). Pursuant to the Reverse Split, each 125 shares of Common
Stock issued and outstanding as of the Effective Date was converted into one (1)
share of Common Stock. The Reverse Split also reduced the number of shares of
Common Stock into which each share of Series A Convertible Preferred Stock, par
value $.001 per share (the "Preferred Stock") could be converted from 100 shares
to 0.8 shares. All per share data herein has been retroactively restated to
reflect the Reverse Split.
The interim financial information as of September 30, 2007 and for the three and
nine month periods ended September 30, 2007 and 2006 has been prepared without
audit, pursuant to the rules and regulations of the United States Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations, although we believe that the disclosures made are
adequate to provide for fair presentation. These financial statements should be
read in conjunction with the financial statements and the notes thereto,
included in our Annual Report on Form 10-KSB for the year ended December 31,
2006, previously filed with the SEC.
In the opinion of management, all adjustments (which include normal recurring
adjustments) necessary to present a fair statement of our financial position as
of September 30, 2007, and results of operations and cash flows for the three
and nine months ended September 30, 2007 and 2006, as applicable, have been
made. The results of operations for the three and nine months ended September
30, 2007 are not necessarily indicative of the operating results that may be
expected for the full fiscal year or any future periods.
CHANGE OF OWNERSHIP TRANSACTIONS
On May 26, 2005, we entered into a series of agreements with Infinicom in
connection with our sale of all of the outstanding stock of 24STORE (the
"24STORE Sale") and separately, the assignment of all rights and title to
certain trademarks and domain names (the "IP Assets") that we held (the "IP
Assignment"). Pursuant to the terms of the 24STORE Sale, Infinicom paid us
$100,000 for our 24STORE shares and pursuant to the IP Assignment, we paid for
the IP Assets through a set-off against all outstanding and contingent
liabilities we owed to Infinicom determined as of the closing date of the
24STORE Sale, which amounted to $603,830.
On May 26, 2005, we also entered into a Preferred Stock Purchase Agreement with
Infinicom (the "Preferred Stock Agreement") pursuant to which we sold to
Infinicom 344,595 shares of our Preferred Stock in exchange for the discharge of
$230,879 of outstanding debt owed to Infinicom. Each share of the Preferred
Stock is convertible into 0.8 shares of our Common Stock at the holder's option.
On May 26, 2005, Infinicom, 24Holdings, Moyo Partners, LLC ("Moyo") and R&R
Biotech Partners, LLC ("R&R", and together with Moyo, the "Purchasers") entered
into a Common Stock Purchase Agreement (the "Infinicom Sale Agreement") pursuant
to which, Infinicom agreed to sell to the Purchasers an aggregate of 873,369
shares of Common Stock (which included shares issuable upon conversion of the
Preferred Stock) which represented approximately 83.6% of the then issued and
outstanding shares of Common Stock (the "Infinicom Sale"). In return, the
Purchasers (i) paid to Infinicom $500,000 in cash, and (ii) agreed that upon the
occurrence of one of several post-closing events, including a merger with one or
more as yet unidentified private unaffiliated operating companies, to cause
24Holdings to issue to Infinicom shares of Common Stock representing 1% of the
then issued and outstanding
6
24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2007
(unaudited)
NOTE 1 - DESCRIPTION OF COMPANY (continued):
shares of Common Stock on a fully diluted basis (the "Infinicom Additional
Shares"). The consummation of the Infinicom Sale was contingent on the
contemporaneous closing of the 24STORE Sale and the IP Assignment.
On September 30, 2005, 24Holdings and Infinicom completed the transactions
contemplated in the 24STORE Sale, the IP Assignment and the Preferred Stock
Agreement as described above. Infinicom forgave the $603,830 of debt 24Holdings
owed to them in consideration of the IP Assignment.
Effective September 30, 2005, Infinicom completed the sale to the Purchasers,
under the Infinicom Sale Agreement, of 597,693 shares of Common Stock (which
represented 77.7% of the 769,226 shares of Common Stock then issued and
outstanding) and 344,595 shares of Preferred Stock, constituting 83.6% in the
aggregate of the then issued and outstanding Common Stock (assuming the
conversion of the Preferred Stock into 275,676 shares of Common Stock). As a
result, the Purchasers acquired control of 24Holdings from Infinicom, with R&R
beneficially owning 698,696 shares of Common Stock (assuming the conversion by
R&R of 275,676 shares of Preferred Stock into 220,541 shares of Common Stock)
constituting 66.9% of the then issued and outstanding shares of Common Stock,
and Moyo in the aggregate beneficially owning 174,674 shares of Common Stock
(assuming the conversion by Moyo of 68,919 shares of Preferred Stock into 55,135
shares of Common Stock) constituting 16.7% of the then issued and outstanding
shares of Common Stock.
Effective September 30, 2005 Urban von Euler resigned as our president and a
director but remained our chief executive officer. Also, effective September 30,
2005, Larsake Sandin resigned as a director and each of Arnold P. Kling and Kirk
M. Warshaw were appointed as directors of 24Holdings. On November 21, 2005,
effective with the filing of our Form 10-Q for the quarter ended September 30,
2005, Mr. von Euler resigned as chief executive officer and Mr. Kling was
appointed president and treasurer and Mr. Warshaw was appointed chief financial
officer and secretary. As of that same date, 24Holdings relocated its
headquarters to Chatham, New Jersey.
On November 25, 2005, the Infinicom Sale Agreement was amended to provide, among
other criteria, that the fair market value of the Infinicom Additional Shares
would be no less than $400,000 nor more than $600,000 at the time such shares
are required to be issued to Infinicom.
On February 1, 2006, a total of 250,000 shares of Preferred Stock were
authorized for issuance to two individuals who provided services to us. On May
12, 2006, we issued 150,000 and 100,000 shares, respectively, of Preferred Stock
to Arnold P. Kling and Kirk M. Warshaw for their services as our president and
chief financial officer, respectively. Each share of Preferred Stock is
immediately convertible, at the holder's option, into 0.8 shares of Common
Stock. Mr. Kling's services were valued at $11,250 and Mr. Warshaw's services
were valued at $7,500.
On November 29, 2006, the holders of all the issued and outstanding shares of
Preferred Stock elected to convert all of their Preferred Stock into shares of
Common Stock. As a result, the 594,595 shares of Preferred Stock outstanding
were exchanged for 475,676 shares of Common Stock.
As of September 30, 2007, our authorized capital stock consists of 100,000,000
shares of Common Stock and 5,000,000 shares of Preferred Stock of which
1,244,902 shares of Common Stock, and no shares of Preferred Stock, are issued
and outstanding. All shares of Common Stock currently outstanding are validly
issued, fully paid and non-assessable.
THE COMPANY TODAY
Since September 30, 2005, our purpose has been to serve as a vehicle to acquire
an operating business and is currently considered a "shell" or blank check
company inasmuch as we are not generating revenues, do not own an operating
business, and have no specific plan other than to engage in a merger or
acquisition transaction with a yet-to-be identified company or business. We have
no employees and no material assets.
7
24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2007
(unaudited)
NOTE 2 - BASIS OF PRESENTATION
The condensed financial statements have been prepared by us, without audit,
pursuant to the rules and regulations of the SEC. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the accompanying condensed financial statements include all adjustments
(consisting of normal, recurring adjustments) necessary to make our, results of
operations and cash flows not misleading as of September 30, 2007. The results
of operations for the three and nine months ended September 30, 2007 are not
necessarily indicative of the results of operations for the full year or any
other interim period. These financial statements should be read in conjunction
with the financial statements and the notes thereto, included in our Annual
Report on Form 10-KSB for the year ended December 31, 2006, previously filed
with the SEC.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Fair Value of Financial Instruments - Pursuant to SFAS No. 107, "Disclosures
About Fair Value of Financial Instruments," we are required to estimate the fair
value of all financial instruments included on our balance sheet as of September
30, 2007. We consider the carrying value of accrued expenses in the financial
statements to approximate their face value.
Statements of Cash Flows - For purposes of the statements of cash flows we
consider all highly liquid investments purchased with a remaining maturity of
three months or less to be cash equivalents.
NOTE 4 - STOCKHOLDERS' DEFICIT
On February 1, 2006, a total of 250,000 shares of Preferred Stock were
authorized for issuance to two individuals who provided services to us. On May
12, 2006, we filed a Certificate of Amendment to the Certificate of Designation
for the Preferred Stock with the Secretary of State of the State of Delaware,
increasing the number of shares designated as Preferred Stock from 500,000 to
600,000 shares. As a result of this filing, we issued 150,000 and 100,000 shares
of the Preferred Stock to Arnold Kling and Kirk Warshaw for their services as
our president and chief financial officer, respectively. Each share of Preferred
Stock is convertible, at the holder's option, into 100 shares of Common Stock.
Mr. Kling's services were valued at $11,250 and Mr. Warshaw's services were
valued at $7,500.
On October 23, 2006, we effected a reverse stock split of our Common Stock.
Pursuant to this reverse stock split, each 125 shares of Common Stock issued and
outstanding as of the date following the reverse stock split was converted into
one (1) share of Common Stock. This reverse stock split reduced the number of
shares of Common Stock into which each share of Preferred Stock could be
converted from 100 shares to .8 shares. All per share data has been
retroactively restated to reflect this reverse stock split.
On November 29, 2006, the holders of all the issued and outstanding shares of
Preferred Stock elected to convert all of their Preferred Stock into shares of
Common Stock. As a result, the 594,595 shares of Preferred Stock outstanding
were exchanged for 475,676 shares of Common Stock.
As of September 30, 2007, our authorized capital stock consists of 100,000,000
shares of Common Stock and 5,000,000 shares of Preferred Stock, of which
1,244,902 shares of Common Stock, and no shares of Preferred Stock, are issued
and outstanding. All shares of Common Stock currently outstanding are validly
issued, fully paid and non-assessable.
8
24HOLDINGS INC.
NOTES TO FINANCIAL STATEMENTS
September 30, 2007
(unaudited)
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS
In February 2007, The Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities" (SFAS No. 159). SFAS No. 159 permits
entities to choose, at specified election dates, to measure eligible items at
fair value (the "fair value option"). A business entity shall report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of SFAS No. 157, "Fair
Value Measurements" (SFAS No. 157). Management believes SFAS No. 159 will not
have a material impact on our financial statements once adopted.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when quantifying Misstatements in
Current Year Financial Statements ("SAB 108"). SAB 108 requires companies to
evaluate the materiality of identified unadjusted errors on each financial
statement and related financial statement disclosure using both the rollover
approach and the iron curtain approach, as those terms are defined in SAB 108.
The rollover approach quantifies misstatements based on the amount of the error
in the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the misstatement
existing in the balance sheet at the end of the current year, irrespective of
the misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a company determines that
an adjustment to prior year financial statements is required upon adoption of
SAB 108 and does not elect to restate its previous financial statements, then it
must recognize the cumulative effect of applying SAB 108 in fiscal 2006
beginning balances of the affected assets and liabilities with a corresponding
adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006. The adoption of SAB 108 did not have an impact on our financial
statements.
In September 2006, the FASB issued SFAS No. 157. SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 applies under other accounting pronouncements that require or permit
fair value measurements, the board having previously concluded in those
accounting pronouncements that fair value is a relevant measurement attribute.
Accordingly, SFAS 157 does not require any new fair value measurements. However,
for some entities, the application of SFAS 157 will change current practices.
SFAS 157 is effective for financial statements for fiscal years beginning after
November 15, 2007. Early adoption is permitted provided that the reporting
entity has not yet issued financial statements for that fiscal year. Management
believes SFAS 157 will not have a material impact on our financial statements
once adopted.
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the consolidated financial
statements upon adoption.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
Since September 30, 2005 our purpose is to effect a business combination with an
operating business which we believe has significant growth potential. We are
currently considered to be a "shell" company in as much as we have no
operations, revenues or employees. We have no definitive agreements or
understandings with any prospective business combination candidates and there
are no assurances that we will find a suitable business with which to combine.
The implementation of our business objectives is wholly contingent upon a
business combination and/or the successful sale of securities in 24Holdings. We
intend to utilize the proceeds of any offering, any sales of equity securities
or debt securities, bank and other borrowings or a combination of those sources
to effect a business combination with a target business which we believe has
significant growth potential. While we may, under certain circumstances, seek to
effect business combinations with more than one target business, unless and
until additional financing is obtained, we will not have sufficient proceeds
remaining after an initial business combination to undertake additional business
combinations.
A common reason for a target company to enter into a merger with a shell company
is the desire to establish a public trading market for its shares. Such a
company would hope to avoid the perceived adverse consequences of undertaking a
public offering itself, such as the time delays and significant expenses
incurred to comply with the various Federal and state securities law that
regulate initial public offerings.
As a result of our limited resources, we expect to have sufficient proceeds to
effect only a single business combination. Accordingly, the prospects for our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.
Our officers are only required to devote a small portion of their time (less
than 10%) to our affairs on a part-time or as-needed basis. We expect to use
outside consultants, advisors, attorneys and accountants as necessary. We do not
anticipate hiring any full-time employees so long as we are seeking and
evaluating business opportunities.
We expect our present management to play no managerial role in 24Holdings
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007
COMPARED TO THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006
We currently do not have any business operations and have not had any revenues
during the three and nine month periods ended September 30, 2007 and 2006,
respectively.
Total general and administrative expenses for the three and nine month periods
ended September 30, 2007 were $7,975 and $31,086, respectively, as compared to
$2,892 and $57,248, respectively, for the same periods in 2006. These expenses
are primarily constituted by professional and filing fees.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2007, 24Holdings did not have any revenues from operations.
Absent a merger or other combination with an operating company, 24Holdings does
not expect to have any revenues from operations. No assurance can be given that
such a merger or other combination will occur or that 24Holdings can engage in
any public or private sales of its equity or debt securities to raise working
capital. 24Holdings is dependent upon future loans or capital contributions from
its present stockholders and/or management and there can be no assurances that
its present stockholders or management will make any loans or capital
contributions to 24Holdings. At September 30, 2007, 24Holdings had cash of
$10,876 and a working capital deficit of $1,070.
24Holdings's present material commitments are professional and administrative
fees and expenses associated with the preparation of its filings with the SEC
and other regulatory requirements. In the event that 24Holdings engages in any
merger or other combination with an operating company, it will have additional
material professional commitments.
10
COMMITMENTS
We do not have any commitments which are required to be disclosed in tabular
form as of September 30, 2007.
ITEM 3. CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of both of our president and chief
financial officer, carried out an evaluation of the effectiveness of our
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of
the period covered by this report (the "Evaluation Date"). Based upon that
evaluation, both of our president and chief financial officer concluded that as
of the Evaluation Date, our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act (i) is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms and
(ii) is accumulated and communicated to our management, including our president
and chief financial officer, as appropriate to allow timely decisions regarding
required disclosure.
(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal controls over financial reporting that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
31.1 Certification of the President pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the President pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
11
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
24Holdings Inc
Dated: October 11, 2007 /s/ Arnold P. Kling
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Arnold P. Kling, President
(Principal Executive Officer)
Dated: October 11, 2007 /s/ Kirk M. Warshaw
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Kirk M. Warshaw, Chief Financial Officer
(Principal Financial and Accounting Officer)
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