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 March 31, 2001

                                       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  May  3,  2001:
85,486,716.

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)

                           CONSOLIDATED BALANCE SHEET


                                                              March 31, 2001
                                                          ----------------------
                                                               (Unaudited)
                                    ASSETS
Current assets:
Cash and cash equivalents                                    $       622,124
Accounts receivable                                                4,045,219
Inventory                                                            790,867
Prepaid expenses and other assets                                     55,202
                                                             ---------------
     Total current assets                                          5,513,412

Property and equipment, net of
  accumulated depreciation and amortization                        1,334,394

Goodwill, net of accumulated amortization                          2,231,202
                                                             ---------------

                                                             $     9,079,008
                                                             ===============

                   LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses                        $     5,759,697
Credit facility                                                       68,920
Income taxes payable                                                       -
Short term loans, related party                                      508,008
Current portion of loan payable, bank                                 90,615
                                                             ---------------
     Total current liabilities                                     6,427,240

Loan payable, bank, less current portion                             303,246

Deferred taxes                                                       336,200

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 85,486,716 shares issued and outstanding                 26,081
Additional paid in capital                                         9,855,851
Other comprehensive loss                                            (374,766)
Accumulated deficit                                               (7,494,844)
                                                             ---------------

     Total shareholders' equity                                    2,012,322
                                                             ---------------

                                                             $     9,079,008
                                                             ===============
<PAGE>
                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                            Three months ended      Three months ended
                                                              March 31, 2001           March 31, 2000
                                                            ------------------      ------------------
                                                                (Unaudited)              (Unaudited)

<S>                                                           <C>                      <C>
Revenue                                                       $     7,607,830          $     7,869,308

Cost of Revenue                                                     6,879,609                7,094,096
                                                              ---------------          ---------------

Gross profit                                                          728,221                  775,212

Operating expenses:
  Distribution costs                                                  138,174                  150,622
  General and administative                                           621,747                  782,693
  Goodwill Amortization                                               189,302                  177,048
  Depreciation                                                         25,999                   29,099
                                                              ---------------          ---------------
     Total operating expenses                                         975,221                1,139,462
                                                              ---------------          ---------------

Net loss before interest and other income
  and interest expense                                               (247,000)                (364,250)

Interest and other income                                              (5,916)                  (3,115)
Interest expense                                                       37,725                  200,329
                                                              ---------------          ---------------

Net loss before provision for income taxes                           (278,809)                (561,464)

Provision for income taxes                                             (1,800)                       -
                                                              ---------------          ---------------

Net income (loss)                                             $      (277,009)         $      (561,464)
                                                              ===============          ===============

Net loss per share -
  basic and diluted                                           $         (0.00)         $         (0.01)
                                                              ===============          ===============

Weighted average number of shares outstanding -
  basic and diluted                                                85,493,352               68,217,618
                                                              ===============          ===============
</TABLE>
<PAGE>
                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)

                            STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                           Three months ended   Three months ended
                                                                             March 31, 2001       March 31, 2000
                                                                             --------------       --------------
                                                                               (Unaudited)          (Unaudited)
<S>                                                                         <C>                  <C>
Cash flows provided by (used for) operating activities:
Net loss                                                                    $       (277,010)    $       (561,464)

Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:
Depreciation                                                                          25,999               29,099
Amortization of goodwill                                                             129,796              177,048
Foreign currency translation                                                          81,819              (21,799)

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                                 (580,807)              47,931
Prepaid expenses                                                                     (12,091)
Inventory                                                                           (138,505)            (143,984)

Increase (decrease) in liabilities:
  Accounts payable and accrued expenses                                              841,467           (1,191,377)
  Income taxes payable                                                               (10,773)             (20,558)
  Deferred taxes                                                                      (1,800)                   -
                                                                            ----------------     ----------------

     Total adjustments                                                               335,104           (1,123,641)
                                                                            ----------------     ----------------

     Net cash provided by (used for) operating activities                             58,094           (1,685,105)

Cash flows provided by (used for) investing activities:
Acquisition of property and equipment                                                (10,411)             (13,540)
Due to/from related party                                                             (9,199)             (37,485)
                                                                            ----------------     ----------------

     Net cash used for investing activities                                          (19,610)             (51,025)
                                                                            ----------------     ----------------

Cash flows provided by (used for) financing activities:
Proceeds from sale of common stock                                                         -            1,870,426
Payments on credit facility                                                       (1,635,784)                   -
Payments on long-term debt, related parties                                                -           (1,351,255)
Payments on long-term debt, bank                                                     (41,758)             (19,374)
                                                                            ----------------     ----------------

     Net cash provided by financing activities                                    (1,677,541)             499,797
                                                                            ----------------     ----------------

Net decrease in cash                                                              (1,639,057)          (1,236,334)
Cash, beginning of period                                                          2,261,181            1,860,445
                                                                            ----------------     ----------------

Cash, end of period                                                         $        622,124     $        624,111
                                                                            ================     ================

Supplemental disclosure of cash flow information:
  Interest paid                                                             $         33,129     $         42,609
                                                                            ================     ================
  Income taxes paid                                                         $              -     $              -
                                                                            ================     ================

Supplemental disclosure of non-cash investing and financing activities:
  Shares issued in satisfaction of debt                                     $              -     $      8,008,441
                                                                            ================     ================
</TABLE>
<PAGE>
                                 24HOLDINGS INC.
                         (formerly known as Scoop, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                        THREE MONTHS ENDED MARCH 31, 2001




(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 (the "Company") on Form 10-K for the year ended December
         31, 2000.

         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.  In
         September  1999,  the Company filed a Plan of  Reorganization  ("Plan")
         with the Bankruptcy  Court.  The Plan was confirmed on October 5, 1999.
         Pursuant to the Plan, 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 holding
         company.  On  April  9,  1999  24STORE  entered  into a Share  Purchase
         Agreement,   whereby  it  acquired  from  its  parent  company  several
         companies registered in Sweden and Norway. This transaction was treated
         as a  reorganization.  All  of  the  Swedish  entities  either  entered
         bankruptcy or ceased operations soon after transfer.

         On May 6, 1999,  24STORE  acquired  three  companies  registered in the
         United Kingdom, related through common ownership.

         All the  consolidated  entities  are in the  business  of  selling  and
         distributing consumer and commercial electronic products in Europe.

(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)      Subsequent Event (Unaudited):

         Due to the  continued  losses of the  Company's  Norwegian  subsidiary,
         24STORE  AS, the  Company  made a  determination  during  March 2001 to
         divest  itself  of the  Norwegian  subsidiary.  On April 1,  2001,  the
         Company,  disposed of all of the issued  shares of 24STORE AS, for 1.00
         Pound Sterling, or approximately $1.45.  Following this transaction the
         Company has no further rights,  liabilities or obligations  with regard
         to  24STORE  AS.  The  transaction  does  not  qualify  for  accounting
         treatment as a discontinued  operation as the subsidiary is in the same
         line of business as the  Company.  No loss will be  recognized  on this
         disposition;  all goodwill associated with the subsidiary's acquisition
         was previously  written off in recognition of an impairment loss on the
         investment.  Furthermore, as a result of the subsidiary having negative
         net assets, the Company will record a gain on disposition in the second
         quarter 2001.

<PAGE>
                                 24Holdings Inc.
                         (formerly known as Scoop, Inc.)
            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                          and Statements of Operations
                     for the Disposal of "Norway Subsidiary"

On  April  1,  2000,  24Holdings  Inc.,  formerly  known  as  Scoop,  Inc.  (the
"Company"),  disposed of all of the issued shares of its  Norwegian  subsidiary,
24STORE AS, for 1.00 Pound Sterling,  or approximately  $1.45 (the  "Disposal").
Following this  transaction  the Company has no further  rights,  liabilities or
obligations  with  regard to 24STORE  AS. The  transaction  does not qualify for
accounting  treatment as a  discontinued  operation as the  subsidiary is in the
same line of business as the Company.

The  following  unaudited  pro forma  condensed  consolidated  balance sheet and
statements of operations of the Company at March 31, 2001 and for the year ended
December 31, 2000,  have been prepared to illustrate the effect of the Disposal,
as though it had  occurred  on January 1, 2000,  for  purposes  of the pro forma
statements of operations,  and March 31, 2001 for pro forma balance  sheet.  The
assumptions are described in the  accompanying  Notes to the Unaudited Pro Forma
Condensed Consolidated Balance Sheet and Statements of Operations.

The pro forma condensed  consolidated balance sheet and statements of operations
are presented for illustrative purposes only and are not necessarily  indicative
of the results of  operations  of the Company that would have been  reported had
the Disposal  occurred on January 1, 2000,  nor do they  represent a forecast of
the  results  of  operations  for any future  period.  The  unaudited  pro forma
condensed consolidated statements,  include the Notes thereto, should be read in
conjunction  with  the  historical  consolidated  financial  statements  of  the
Company, which are incorporated herein by reference.

<PAGE>
                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                December 31, 2000
                          For Sale of Norway Subsidiary

<TABLE>
<CAPTION>
                                                           24Holdings       Norway
                                                          Consolidated    Subsidiary (1)     Adjustments      Pro forma
                                                          ------------    --------------     -----------      ---------
<S>                                                       <C>             <C>                <C>             <C>
ASSETS

Cash and cash equivalents                                  $ 2,261,181      $  142,052                       $ 2,119,129
Accounts receivable                                          3,464,412         269,572                         3,194,840
Inventory                                                      652,362          75,327                           577,035
Prepaids and other assets                                       43,111                                            43,111
                                                           -----------
     Total current assets                                    6,421,066         486,951                         5,934,115
                                                           -----------      ----------                       -----------
                                                                                                                       -
Property and equipment, net of                                                                                         -
  accumulated depreciation and amortization                  1,414,995          22,885                         1,392,110
                                                           -----------      ----------                       -----------

Loan receivable, related party                                 100,200               -                           100,200
                                                           -----------      ----------                       -----------

Goodwill, net of accumulated amortization                    2,519,996               -                         2,519,996
                                                           -----------      ----------                       -----------

                                                           $10,456,258      $  509,836        $     -        $ 9,946,422
                                                           ===========      ==========        ==========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                      $ 4,929,003      $  654,899                       $ 4,274,104
Due under Credit Facility                                    1,704,704               -                         1,704,704
Short-term notes payable, related parties                      617,406          18,943                           598,463
Current portion of loan payable, bank                           95,021               -                            95,021
                                                           -----------      ----------                       -----------
     Total current liabilities                               7,346,135         673,842                         6,672,292
                                                           -----------      ----------                       -----------
                                                                                                                       -
                                                                                                             -----------
Deferred taxes                                                338,000                -                           338,000
                                                           -----------      ----------                       -----------

Loan payable, bank, less current portion                      340,598                -                           340,598
                                                           -----------      ----------                       -----------

Stockholders' equity                                         2,431,526        (164,007)                        2,595,533
                                                           -----------      ----------                       -----------

                                                           $10,456,258      $  509,836        $     -        $ 9,946,422
                                                           ===========      ==========        ==========     ===========
</TABLE>
<PAGE>
                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                 March 31, 2001
                          For Sale of Norway Subsidiary

<TABLE>
<CAPTION>
                                                       24Holdings        Norway
                                                      Consolidated    Subsidiary (1)      Adjustments        Pro forma
                                                      ------------    --------------      -----------        ---------
<S>                                                   <C>             <C>                 <C>                <C>
ASSETS

Cash and cash equivalents                              $   622,124      $   51,250                           $  570,874
Accounts receivable                                      4,045,219         154,075                            3,891,144
Inventory                                                  790,867          28,808                              762,059
Prepaids and other assets                                   55,202           4,316                               50,886
                                                       -----------      ----------                           ----------
     Total current assets                                5,513,412         238,449                            5,274,963
                                                       -----------      ----------                           ----------

Property and equipment, net of
  accumulated depreciation and amortization              1,334,394          11,922                            1,322,471
                                                       -----------      ----------                           ----------

Goodwill, net of accumulated amortization                9,079,008               -                            9,079,008
                                                       -----------      ----------                           ----------

                                                       $15,926,814      $  250,372                           $6,597,434
                                                       ===========      ==========                           ==========


                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses                  $ 5,759,697      $  354,373                           $5,405,323
Due under Credit Facility                                   68,920               -                               68,920
Short-term notes payable, related parties                  508,008          56,915                              451,093
Current portion of loan payable, bank                       90,615               -                               90,615
                                                       -----------      ----------                           ----------
     Total current liabilities                           6,427,240         411,288                            6,838,528
                                                       -----------      ----------                           ----------

Deferred taxes                                             336,200               -                              336,200
                                                       -----------      ----------                           ----------

Loan payable, bank, less current portion                   303,246               -                              303,246
                                                       -----------      ----------                           ----------

Stockholders' equity                                     2,012,322        (160,917)                           2,173,239
                                                       -----------      ----------                           ----------

                                                       $ 9,079,008      $  250,372                           $9,011,767
                                                       ===========      ==========                           ==========
</TABLE>
<PAGE>
                                 24HOLDINGS INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                 March 31, 2001
                          For Sale of Norway Subsidiary

<TABLE>
<CAPTION>
                                                24Holdings              Norway
                                                Consolidated        Subsidiary (1)   Adjustments    Pro forma
                                                ------------        --------------   -----------    ---------
<S>                                             <C>                   <C>              <C>         <C>
Revenue                                         $ 7,607,830           $ 1,061,818                  $ 6,546,012

Cost of Revenue                                   6,879,609               928,799                    5,950,810
                                                -----------           -----------                  -----------

Gross profit                                        728,221               133,020                      595,202

Operating expenses:
  General and administrative expenses               785,919               204,037                      581,882
  Goodwill amortization                             189,302                     -                      189,302
                                                -----------           -----------                  -----------
                                                    975,221               204,037                      771,184
                                                -----------           -----------                  -----------

Loss from operations                               (247,000)              (71,018)                    (175,982)

Interest income                                      (5,916)               (1,892)                      (4,024)
Interest expense                                     37,725                 2,783                       34,942
                                                -----------           -----------                  -----------
                                                     31,809                   891                       30,919
                                                -----------           -----------                  -----------

Net loss before taxes                              (278,809)              (71,908)                    (206,901)
                                                -----------           -----------                  -----------

Taxes                                                (1,800)                    -                       (1,800)
                                                -----------           -----------                  -----------
Net loss                                        $  (277,009)          $   (71,908)                 $  (205,101)

Net loss per share -
  basic and diluted                                   (0.00)                                             (0.00)
                                                ===========                                        ===========

Weighted average number of shares
  outstanding - basic and diluted                85,493,352                                         85,493,352
                                                ===========                                        ===========
</TABLE>
<PAGE>
                                24HOLDINGS, INC.
                        (FORMERLY KNOWN AS SCOOP, INC.)
   Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)

(1)  The financial statements of the Norway subsidiary included in the unaudited
     pro forma  consolidated  financial  information  were first translated from
     Norwegian  Kroner to British  pounds at the rate of .076 and .119, and then
     translated from  British  pounds to U.S.  dollars  at the rate of 1.494 and
     1.552 for the December 31, 2000  Unaudited  Consolidated  Balance Sheet and
     the December 31, 2000 Unaudited Statement of Operations,  respectively. For
     the March 31,  2001  Unaudited  Consolidated  Balance  Sheet and  Unaudited
     Statement  of  Operations,  the rates used were .077 and .076 and 1.425 and
     1.458, respectively.

Note A - There  are no  pro  forma  adjustments  to the  condensed  consolidated
         balance sheets and statements of income,  other than the elimination of
         the financial position and results of operations.  The Company disposed
         of the subsidiary for an insignificant  dollar amount,  and all assets,
         liabilities and costs related to the subsidiary were booked directly to
         the  subsidiary,  and after  elimination  of the  subsidiary  financial
         position  and  results  of  operations,  no  amounts  relating  to  the
         subsidiary remain.
<PAGE>
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,  2000,  filed  with the  Securities  and  Exchange
Commission.

RESULTS OF OPERATIONS

For the Three Months ended March 31, 2001:

NET SALES.  Net sales for the three months ended March 31, 2001 were  $7,607,830
compared to $7,869,308 for the three months ended March 31, 2000  representing a
decrease of 3.3%.  In local  currency Net sales for the three months ended March
31, 2001 increased by 6% in the United Kingdom, and by 10% in Norway compared to
the three  months ended  March,  2000 however the strength of the United  States
dollar compared to the British pound and the Norwegian kroner have resulted in a
reported decrease in Net sales for the quarter.

GROSS  PROFIT.  Gross  profits  for the three  months  ended March 31, 2001 were
$728,221  compared  to  $775,212  for the three  months  ended  March  31,  2000
representing  a decrease of 6.1%.  Gross  profits as a percentage  of sales were
9.6% for the three  months  ended March 31, 2001  compared to 9.8% for the three
months ended March 31, 2000. The changes in gross profit  between  periods are a
result  of the  decline  in  gross  profits  as a  percentage  of  sales  due to
competitive  market  conditions and a further decline due to the strength of the
United  States  dollar  compared  to the  British  pound  and  Norwegian  kroner
resulting in lower reported gross profits for the quarter.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  ("SG&A") expenses for the three months ended March 31, 2001 were
$785,920  compared to $962,414 for the three  months  ended March 31, 2000.  The
decrease is primarily attributable to a reduction in exchange losses incurred on
the  revaluation  of creditors  due to related  parties  denominated  in foreign
currencies. In the three months ended March 31, 2001 an exchange gain of $31,873
was incurred, compared to an exchange loss of $110,579 in the three months ended
March 31, 2000.

GOODWILL AMORTIZATION. Goodwill amortization,  reflecting the excess of purchase
price of the May 1999 acquisition  over fair value of assets  acquired,  for the
three  months  ended March 31, 2001 was  $189,302  compared to $177,049  for the
three months ended March 31, 2000.

INTEREST EXPENSE.  Interest expense, net of interest income for the three months
ended March 31, 2001 was $31,809 compared to $197,214 for the three months ended
March 31,  2000  representing  a decrease  of 83.9%.  The  decrease  in interest
expenses is  primarily  attributable  to the company now having  lower  interest
bearing  debts to  related  parties  following  the  restructuring  of debt that
occurred on March 24, 2000.  See  discussion in "Part II - Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
company's  annual  report on Form 10-K for the fiscal  year ended  December  31,
2000, filed with the Securities and Exchange Commission.

INCOME  TAXES.  In the three months ended March 31, 2001 there was an income tax
credit of $1,800  compared to no income tax in the three  months ended March 31,
2000. This credit is a reduction in the deferred tax accrual.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents at March 31, 2001 were $622,124 compared to $2,261,181
as of December 31, 2000.  This decrease is primarily due to the position of cash
advances on the revolving  line of credit at year end and at March 31, 2001, and
the  timing of  payments  to  creditors  at year end and at March 31,  2001.  In
addition the reported  cash  position was further  reduced by weakening  foreign
exchange rates in translation into United States dollars.

Cash provided by operating  activities for the three months ended March 31, 2001
was $58,094  compared to net cash used by operating  activities of $1,685,105 in
the three  months  ended March 31,  2000.  The reduced use of cash  reflects the
improvement in operations in the current period,  including reduced professional
fees, decrease in interest expense as a result of substantial reduction in debt,
and control of general and administrative expenses. Additionally, March 31, 2000
reflected the increased operations of the acquired entities, including increased
overhead and employee costs as a result of the growth, and additional money used
to fund the Norway entity, which was in financial difficulty.

As of March 31,  2001 the  Company  had a working  capital  deficit of  $913,828
compared to a working capital deficit of $884,270 as of December 31, 2000.

Cash used by  investing  activities  was $19,610 in the three months ended March
31, 2001 compared to $51,025 in March 31, 2000.

Cash used for  financing  activities  was  $1,677,541  in the three months ended
March 31, 2001,  representing  payments on Credit  Facility  which was not being
utilized at March 31, 2001 and bank loans. Cash provided by financing activities
in the three  months  ended March 31, 2000 was  $499,797,  representing  the net
effect of capital raised  through the sale of stock,  and the retirement of long
term debt to related parties.

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.  Quantitive 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 either British pounds  sterling or Norwegian  Kroner,
and  none  of  the  Company's  revenues  are  generated  in  U.S.  dollars.  For
consolidation  purposes,  the assets and liabilities of 24STORE are converted to
U.S.  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.

<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits.

         None.

(b)      Reports on Form 8-K.

         No reports on Form 8-K were filed during the quarter for which this
report is filed.



<PAGE>
                                   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:  May 15, 2001                         24HOLDINGS INC.

                                            By: /s/ Martin Clarke
                                               --------------------------------
                                               Martin Clarke
                                               President and Chief Executive
                                               Officer

                                            By: /s/ Michael Neame
                                               --------------------------------
                                               Michael Neame
                                               Chief Financial Officer and
                                               Principal Accounting Officer