SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                  FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
           SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

[X]       Annual  report  pursuant  to  Section  13 or 15(d)  of the  Securities
          Exchange Act of 1934 for the fiscal year ended DECEMBER 31, 2002

                                       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)

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
                    Common Stock, Par Value $0.001 Per Share
                                (Title of class)

     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) has been subject to such
filing requirements for the past 90 days.

     Yes [X]    No [   ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive

<PAGE>

proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

     [   ]

     Aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  as of April 11, 2003:  $21,042.83.  The amount shown is based on the
closing price of the registrant's Common Stock on the OTC Bulletin Board on that
date. Shares of Common Stock known by the registrant to be beneficially owned by
10%  shareholders,  officers or directors of the  Registrant are not included in
the computation.  The Registrant,  however,  has made no determination that such
persons are "affiliates" within the meaning of Rule 405 under the Securities Act
of 1933.

              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 REGISTRANTS

   Number of shares of Common Stock outstanding at March 31, 2003: 85,486,716

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.

                                 24HOLDINGS INC.

     As used in this report, the terms "24Holdings,"  "Company" and "Registrant"
mean 24Holdings Inc. and its subsidiaries.

<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

Introduction

24Holdings  Inc.,  a  Delaware   corporation   formerly  known  as  Scoop,  Inc.
("24Holdings" or the "Company"),  is a holding company owning 100% of the Common
Stock of 24STORE  (Europe)  Limited,  a Company  incorporated  under the laws of
England  formerly  known as 24STORE.com  Limited and currently  operating in the
United Kingdom ("24STORE").

The Company's History

The Company commenced  business  operations in May 1996. The Company's  original
business  operations  focused  on  the  sale  of  media  products  and  business
information services.  Following an initial public offering, the Common Stock of
the Company  began  trading on the NASDAQ  Small Cap Stock  Exchange on April 9,
1997 under the symbol  "SCPI."  During 1997 and 1998 the  business  failed to be
profitable  and in the second  quarter of 1998, the Company was informed that it
no longer met the minimum requirements for listing on the NASDAQ Small Cap Stock
Exchange and was subsequently de-listed from the exchange on June 24, 1998.

Commencing in July 1998, the Company 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 company registered in Sweden,  acquired a total of 60,783,219 shares of Common
Stock of the Company  (representing  approximately 91% of the outstanding shares
of Common  Stock of the  Company)  in exchange  for 100% of the Common  Stock of
24STORE.  On April 2, 2001, the Company amended its Certificate of Incorporation
to change the  Company's  name from Scoop,  Inc. to  24Holdings  Inc. All of the
Company's operations prior to its bankruptcy proceedings were discontinued.

The Business Today

24STORE's current business operations are held in the following two wholly-owned
subsidiaries of 24STORE:

o    24STORE  Limited,  (previously  known as  Lapland  U.K.  Limited) a company
     registered in England in 1991,  supplies  primarily business customers with
     computer and electronics  products.  Operating from the Company's executive
     offices based approximately forty miles west of London, the company sells a
     wide range of computing and related  products,  sourced from major computer
     manufacturers.  The business is generated  from an active  telesales  team,
     working on inquiries from the existing customer base,  regular  advertising
     in  national  computer   magazines,   and  from  the  company's  web  site,
     www.24Store.com.  In October 2002,  the company formed a new business unit,
     24Solutions,  operating from the same executive offices. 24Solutions offers
     primarily  accounting based,  business  management  software.  Its services
     include the provision, customisation, installation and training on software
     products  from  leading  business  software  vendors  Accpac and Sage.  The
     business is generated from an active sales team,  working on enquiries from
     the   existing   customer   base,   and  from  the   company's   web  site,
     www.24solutions.com.

o    Mobile  Planet  Limited,  a company  registered  in England  in 1992,  is a
     wholesaler of mobile computing and related products.  The company acts as a
     distributor   in  the  United   Kingdom  for  major  brand  name   computer
     manufacturers,  and  related  peripheral  products.  Based  from the

<PAGE>

     same facility as 24STORE, the business generates revenues from an
     established base of trade accounts. Effective March 1, 2003, the Mobile
     Planet Limited transferred its existing customers to 24STORE, and when
     outstanding transactions are completed, it is intended that Mobile Planet
     Limited will become dormant.

In addition to the foregoing two operating companies, 24STORE also holds 100% of
the outstanding  capital stock of Cyberia (UK) Limited,  a company registered in
England ("Cyberia"), whose sole purpose is to hold title to the real property on
which the Company's headquarters are located.

Products and Services

The Company's  primary products are computer and electronics  products,  and the
provision,  customisation,  installation and training on software  products from
leading business software vendors. The products are sourced either directly from
the  manufacturers  or purchased from national  distributors.  In both value and
volume terms, the largest product line today is the supply of mobile  computers,
although the company also supplies  "shrink-wrapped" computer software and other
computer hardware including Desktop PCs and File Servers.

Sales and Marketing Strategy

The Company's  traditional sales methods consisted of mail-order  catalogues and
telephone sales of computer and electronic  equipment to business customers.  In
recent years, these traditional sales methods have been complemented by steadily
increasing  web-based  sales.  The  Company  believes  that its future  sales of
computer and electronic  equipment will be based on a combination of these three
sales methods. In 2002 the Company formed a new division, 24Solutions,  offering
business  management  software.  The Company will look to develop this  division
further  and, in  particular,  sell  software  and  consulting  services to it's
existing customer base of computer users.

In addition to its current operating  businesses,  24STORE is the registrant and
owner of a unique group of over 200 internet  domain names,  all commencing with
the "24" prefix.  The Company intends to develop its business using these domain
names to  diversify  the  products and  services  that the Company  offers.  The
Company  believes  common  usage of the "24" brand will allow  synergistic  cost
savings to be achieved in a wide range of product and service categories.

Competition

The  computer/electronic  products  markets  continue to evolve  rapidly and are
extremely  competitive,  and the Company expects competition to intensify in the
future. The Company competes with a significant number of other companies in the
sale of computer and electronics products.  Current and potential competitors of
the  Company   include,   but  are  not  limited  to:  (1)  online   vendors  of
computer/electronics  products,  (2) mail order vendors of  computer/electronics
products,  (3) system  integrators and value added  resellers,  (4) direct sales
operations of computer/electronics manufacturers, and (5) retailers.

The Company  believes  that the  principal  competitive  factors  affecting  its
product supply  business  include its ability to secure  merchandise for sale at
favorable  terms and attract new customers at a favorable  customer  acquisition
cost through its mail order, telephonic,  and Internet sales channels.  Although
the  Company  believes  that it can  compete  favorably  in  such a  competitive
atmosphere,  the  Company  cannot be assured  that it will be able to maintain a
competitive position against current and future competitors.

The business management software markets also continue to evolve rapidly and are
extremely  competitive,  and the Company expects competition to intensify in the
future. The Company competes

                                       -2-
<PAGE>

with a significant number of other companies in the sale of business  management
software.  Current and potential competitors of the Company include, but are not
limited  to: (1)  Accounting  firms,  (2)  system  integrators  and value  added
resellers,  (3)  direct  sales  operations  of  software  vendors,  and (4) ASPs
(application  service  providers)  offering  business software on a subscription
basis.

The Company  believes  that the  principal  competitive  factors  affecting  its
business  management  software business include:  (1) its ability to recruit and
retain suitably qualified consultants (2) its ability to maintain authorisation,
and  competitive  pricing from  software  vendors (3) its ability to attract new
customers  at a  favorable  customer  acquisition  cost.  Although  the  Company
believes  that it can compete  favorably in such a competitive  atmosphere,  the
Company  cannot  be  assured  that it will be  able to  maintain  a  competitive
position against current and future competitors.

Trademarks and Proprietary Rights

The Company has relied,  and intends to continue to rely, upon the protection of
trademark  law. In addition,  the Company relies on  confidentiality  agreements
with its employees to protect its proprietary rights.  There can be no assurance
that the steps taken, and anticipated to be taken, by the Company to protect its
intellectual  property  rights will be adequate or that third  parties  will not
infringe or misappropriate the Company's domain names,  copyrights,  trademarks,
trade names, trade secrets,  patents (if any) and similar proprietary rights. In
addition,  there  can  be no  assurance  that  other  parties  will  not  assert
infringement claims against the Company.

Government Regulation

The  Company is subject,  both  directly  and  indirectly,  to various  laws and
governmental  regulations  (primarily  those  imposed  by  the  European  Union)
relating to its business operations. There are currently few laws or regulations
directly applicable to commercial activities over the Internet.  However, due to
increasing  popularity and use of the Internet,  it is possible that a number of
laws and  regulations  may be  adopted  with  respect  thereto.  These  laws and
regulations  may cover issues such as user privacy,  liability  for  information
retrieved from or transmitted over the Internet, online content regulation, user
privacy,  taxation and domain name registration.  Moreover, the applicability to
the Internet of existing laws  governing  issues such as  intellectual  property
ownership  and  infringement,  copyright,  patent,  trademark,  trade secret and
personal privacy is uncertain and developing.  Any new legislation or regulation
or the application of existing laws and regulations to the Internet could have a
material and adverse effect on the Company's business.

Employees

As of March 31, 2003 the Company employed a total of 26 persons, including 16 in
sales and marketing, three in operations and seven in general and administrative
functions. None of the Company's employees is represented by a labor union or is
subject to a collective bargaining agreement.  The Company has never experienced
a work stoppage and believes that its relations with its employees are good.

ITEM 2.  PROPERTIES.

     The  Company's  principal  executive  offices are  located in  Basingstoke,
United Kingdom, approximately forty miles west of London. The Company, through a
wholly owned  subsidiary  named Cyberia (UK)  Limited,  owns the freehold of its
office and warehouse  space in the United Kingdom for use in the ordinary course
of its business.  The property,  which is  approximately  7,800 square feet, was
constructed in 1959, and substantially refurbished in 1998.

                                      -3-
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

     From time to time,  the Company is subject to  litigation  in the  ordinary
course of its  business.  In the opinion of  management,  none of the  currently
pending  litigation is likely to have a material adverse effect on the Company's
business, financial condition, or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                     PART II

ITEM 5.  MARKET FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS.

     The Company's  Common Stock is currently  quoted on the OTC Bulletin  Board
under the  symbol  "TFHD."  The  following  table  sets  forth  for the  periods
indicated  the high and low closing sale price for the Common Stock as quoted on
the OTC  Bulletin  Board and the National  Quotation  Bureau's  Pink Sheets,  as
indicated below:

                                                                Bid
                  Quarter Ended                        High              Low
                  -------------                        ----              ---

                  December 31, 2002                  $0.0050           $0.0050
                  September 30, 2002                 $0.0200           $0.0200
                  June 30, 2002                      $0.0210           $0.0210
                  March 31, 2002                     $0.0800           $0.0410

                  December 31, 2001                  $0.1900           $0.0240
                  September 30, 2001                 $0.1900           $0.0800
                  June 30, 2001                      $0.5500           $0.1000
                  March 31, 2001                     $0.8750           $0.0625

     On April 11, 2003 the last reported  sales price for the  Company's  Common
Stock on the OTC Bulletin Board was $0.0035 per share.

     As of March 31, 2003, there were 209 shareholders of record.

     The  declaration  of cash  dividends is at the  discretion  of the Board of
Directors  of the  Company.  No cash  dividends  on the  Common  Stock have been
declared or paid by the Company to date. The Company does not anticipate  paying
cash dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA.

     The following  table sets forth selected  financial data as of and for each
of the five  fiscal  years  ended  December  31,  2002 and is  derived  from the
Company's audited financial statements.  The data set forth below should be read
in conjunction with the Consolidated  Financial  Statements and related Notes to
Consolidated  Financial  Statements  appearing elsewhere herein and in "Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations."

                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                            2002            2001           2000           1999           1998
                                       ----------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>             <C>             <C>

Revenue                                   $ 18,598,455   $ 22,036,485   $ 28,058,566    $22,070,173     $5,453,410

Operating Income/(Loss)                     $(768,290)   $(1,726,533)   $(1,621,200)   $(4,921,367)      $ 130,993

Net Income/Loss                             $(827,279)   $(1,822,971)   $(1,823,162)   $(5,626,018)      $ 112,774


Loss per share, basic and diluted           $   (0.01)     $   (0.02)      $  (0.02)     $   (0.09)         $    -

Weighted average number of shares           93,255,869     85,486,717     81,241,503     64,703,528     60,783,219
outstanding

Working capital (deficit)                  $ (730,479)     $(305,596)     $(884,270)   $(8,146,694)       $ 65,794

Total Assets                               $ 3,978,041     $5,327,740    $10,456,258    $11,942,175    $ 1,012,940

Long-Term Debt                              $  212,414      $ 780,632       $381,396     $2,261,520          $   -

Total Shareholders equity (deficit)         $  336,249       $509,392     $2,431,526   $(5,579,076)      $ 138,739
</TABLE>


ITEM 7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS OF OPERATIONS.

Company Overview

24Holdings Inc.  ("24Holdings" or the "Company") was incorporated in 1996 in the
state of Delaware under the name Scoop,  Inc. and began  operations 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"),  pursuant to which 24STORE's 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.  Since the  shareholders of
24STORE became the  controlling  shareholders of the Company after the exchange,
24STORE  is  treated  as the  acquiree  for  accounting  purposes.  No value was
assigned  to the assets  and  liabilities  of the  acquired  company,  as it had
emerged from a bankruptcy plan of reorganization.

24STORE was incorporated on July 28, 1998 in England and Wales, and was a wholly
owned subsidiary of InfiniCom AB, a publicly listed company on the SBI market in
Sweden,  whose principal activity is that of a consulting  company.  On April 9,
1999, 24STORE entered into a Share Purchase Agreement,  whereby it acquired from
its parent company several companies registered in Sweden and Norway. All of the
Swedish entities either entered  bankruptcy or ceased  operations soon after the
transfer.  The Norwegian entity, as the only ongoing concern, was treated as the
predecessor  company,  and  accordingly,  its financial  position and results of
operations have been presented for the periods  preceding the reverse merger. On
May 6, 1999, 24STORE acquired three companies  registered in the United Kingdom,
which companies were related through common ownership. On April 1, 2001, 24STORE
sold all of the  outstanding  stock of the Norwegian  entity (see  discussion in
"Sale of Norwegian Subsidiary").

                                      -5-
<PAGE>

Sale of Norwegian Subsidiary

In order to dispose of  operations  that had become  unprofitable,  24STORE  and
Compo Consult AS, a Norwegian company, entered into an Agreement on the Transfer
of Shares dated March 29, 2001  pursuant to which 24STORE sold and Compo Consult
purchased  all of the  outstanding  stock  of  24STORE's  Norwegian  subsidiary,
24STORE AS, for a total  consideration of 1.00 Pound Sterling,  or approximately
$1.45. The transaction was consummated on April 1, 2001.

RESULTS OF OPERATIONS

The following table sets forth for the periods  indicated certain financial data
as a percentage of total net sales for the fiscal years ended December 31, 2002,
2001  and  2000.  The  operating  results  in any  periods  are not  necessarily
indicative of the results to be expected for any future period.

                                                   YEAR ENDED DECEMBER 31,
                                              2002           2001         2000

Net sales                                   100.0%         100.0%       100.0%
Cost of sales                                89.6%          89.2%        89.4%
  Gross profit                               10.4%          10.8%        10.6%
Operating expenses:
  Selling general and administrative         12.1%          11.5%        13.7%
  Goodwill amortization                          %           3.0%         2.7%
                                             ----
  Impairment loss on investments              2.4%           5.1%            %
  Gain on sales of subsidiary                    %         (1.0)%
                                             ----
    Total operating expenses                 14.5%          18.6%        16.4%
                                             -----          -----        -----
Net Income (Loss) from operations           (4.1)%         (7.8)%       (5.8)%
Net Interest expense                          0.3%           0.4%         1.0%
Loss before provision for income taxes      (4.4)%         (8.2)%       (6.7)%
Provision for income taxes                    0.0%           0.0%       (0.2)%
Net Income (Loss)                             4.4%           8.2%       (6.5)%


COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

Net Sales--Net sales for the years ended December 31, 2002, 2001 and 2000 were
as follows:

                                       YEAR ENDED DECEMBER 31,
                                       -----------------------
                                      2002           2001          2000

Net sales                        $18,598,455     $22,036,487     $28,058,566
% increase (decrease) from           (15.6%)       (21.5%)          27.1%
  the previous year

Net sales for the years ended December 31, 2002,  2001 and 2000 were all derived
from operations in Europe. The decrease in net sales for the year ended December
31, 2002 is primarily attributable to a drop in demand across the market and the
disposal of the Norwegian subsidiary (see "Sale of Norwegian Subsidiary" above).
For the UK Group,  net sales decreased by 18.9% in local currency as compared to
2001 mainly due to weak  market  conditions.  The  increase in net sales for the
year ended  December 31, 2000 is the result of a full year's results from the UK
Group acquired in 1999 and organic growth.

Gross Profit--Gross profit for the years ended December 31, 2002, 2001 and 2000
were as follows:

                                      -6-
<PAGE>

                                         YEAR ENDED DECEMBER 31,
                                         -----------------------
                                   2002            2001             2000

Gross profit                    $1,937,009      $2,370,277       $2,981,942
% increase (decrease) from        (18.2%)         (20.5%)            8.4%
  the previous year
Gross margin                       10.4%           10.8%            10.6%

Gross profit consists of net sales less the cost of sales, which consists of the
cost of merchandise sold to customers.  Gross profit for the year ended December
31, 2002 and the year ended December 31, 2001 has decreased due to a lower level
of sales against the previous  years.  Gross profit for the year ended  December
31, 2000 has  increased  over the previous  year due to a higher level of sales.
Gross margin percent has remained fairly consistent for the years ended December
31, 2002, 2001 and 2000 with small fluctuations due to change of product mix.

Selling,   General   and   Administrative    Expenses--Selling,    general   and
administrative ("SG&A") expenses for the years ended December 31, 2002, 2001 and
2000 were as follows:

                                                 YEAR ENDED DECEMBER 31,
                                                 -----------------------
                                           2002          2001           2000

Selling, general and administrative     $2,254,455    $2,534,957     $3,839,728
% decrease from the previous year         (11.1)%        (34.0)%       (20.5)%
% of net sales                             12.1%          11.5%         13.7%

SG&A  expenses  for the year  ended  December  31,  2002  decreased  by 11.1% to
$2,254,455  from $2,534,957 in the year ended December 31, 2002. The decrease in
SG&A for the 2002  fiscal  year is the result of a  reduction  in staff  related
costs  within  the  operating   subsidiaries   and  a  reduction  of  legal  and
professional  costs in the  parent  company.  SG&A  expenses  for the year ended
December 31, 2001 decreased by 31.0% to $2,534,957  from  $3,839,728 in the year
ended  December 31,  2000.  The decrease in SG&A for the 2001 fiscal year is the
result of the  elimination of some overhead due to the disposal of the Norwegian
subsidiary  and reduced  professional  cost  associated  with the  Company's SEC
filings in the United States. SG&A expenses for the year ended December 31, 2000
decreased by 20.5% to $3,839,728  from $4,826,875 in the year ended December 31,
1999.  The  decrease in SG&A for the 2000  fiscal  year  reflects an increase in
general overhead expenditures, offset by a reduction in research and development
expenditure.

Goodwill  Amortization--Following  the implementation of SFAS 142, "Goodwill and
Other  Intangibles",  there  was no  Goodwill  amortization  for the year  ended
December 31, 2002.  SFAS 142 no longer  requires  goodwill to be amortized,  but
periodically  tested for impairment.  Goodwill  amortization  for the year ended
December  31, 2001 was  $666,277.  The decrease  over the previous  year was the
result of a write down of the investment in the UK Group.  Goodwill amortization
for the year ended  December 31, 2000 was  $763,414,  a reduction of 9% from the
previous year, in which  amortization  was $839,087.  This reduction in goodwill
amortization  reflected  a full  provision  made  by  the  Company  against  the
investment  in its  Norwegian  subsidiary  in the year ended  December  31, 1999
resulting in a lower charge for goodwill amortization in the year ended December
31, 2000.

Impairment  loss  on  investment--The  impairment  charges  in the  years  ended
December 31, 2002, and December 31, 2001 of $450,844 and $1,125,846 respectively
arose from the write down of the UK Group investment.

Gain on disposal of subsidiary--The $230,322 gain in the year ended December 31,
2001 was the result of the sale of the Norwegian subsidiary.

Interest Expenses--Interest expenses, net of interest income for the years ended
December 31, 2002, 2001 and 2000, were as follows:

                                      -7-
<PAGE>

                                                YEAR ENDED DECEMBER 31,
                                                -----------------------
                                           2002           2001          2000

Interest income                           $4,945        $24,799       $14,364
% change from the previous year            (80.0)%         72.6%        (18.6)%
Interest expenses                        $58,201       $123,637      $284,350
% change from the previous year            (52.9)%        (56.5)%       (53.9)%

Interest  income  represents  interest  received on cash  deposits  and interest
receivable on inter-company loans. Interest expenses include interest payable on
bank overdrafts,  mortgages, receivables financing arrangements and other loans.
The  reduction  of  interest  expense in the years ended  December  31, 2002 and
December  31, 2001 is  primarily  attributable  to the Company now having  lower
interest  bearing debts to related parties  following the  restructuring of debt
that occurred on March 31, 2000, and the conversion of interest bearing debts to
related  parties  into the right to receive  shares of common stock on April 10,
2002 (see ITEM 13. Certain Relationships and Related Transactions. The reduction
in interest  expenses  in the year ended  December  31,  2000 is also  primarily
attributable to this restructuring of debt (see "Debt Restructuring" above).

Income Taxes--Income taxes, for the years ended December 31, 2002, 2001 and 2000
were as follows:

                                        YEAR ENDED DECEMBER 31,
                                        -----------------------
                                    2002         2001          2000
Income taxes                       $5,734         $(2,400)    $(68,024)

Income tax for the year ended  December 31, 2002 is related to an under  accrual
from the previous year.  Income tax for the year ended December 31, 2001 related
to deferred tax accruals.  The income tax credit for the year ended December 31,
2000 is an adjustment due to an over-accrual in prior years.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  at  December  31,  2002 were  $802,091  compared  to
$1,339,650  as of December  31,  2001.  The  reduction  in cash is the result of
timing of payment of accounts payable, which have declined from the December 31,
2001 balance.

Net cash used by operating  activities  was $67,126 in 2002 compared to net cash
used by operating activities of $163,843 in 2001.

As of December  31, 2002 the Company had a working  capital  deficit of $730,479
compared to a working capital deficit of $305,596 as of December 31, 2001.

As of  December  31,  2002  included  in  current  assets  were  cash  and  cash
equivalents of $802,091 and  receivables,  net,  expected to be collected within
one year of $1,424,802.

Cash used by investing  activities was $35,484 in 2002, compared to cash used in
investing activities of $24,906 in 2001.

The change in  working  capital is  primarily  attributable  to the loss for the
year, and the reduction in cash due to payments made on long-term notes payable.

In its United  Kingdom  operating  subsidiaries  the Company has (1) a revolving
line of credit  based on 70% of eligible  receivables,  (2) a ten year  mortgage
expiring in 2008, secured by real 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%.  Other than  through its  subsidiaries,  the
Company has no direct  source

                                      -8-
<PAGE>

of short-term funding.  In addition to the items above,  certain trade suppliers
of 24STORE extend credit to 24STORE.

The  Company  believes  its  current  resources  of cash and  cash  equivalents,
accounts  receivable  and  available  credit line to be  sufficient to meet cash
needs for working  capital and  capital  expenditures  for at least the next six
months.  If available cash and cash generated from operations is insufficient to
satisfy liquidity requirements, selling additional equity or debt securities may
be required.  The sale of additional equity or convertible debt securities could
result in dilution to the Company's stockholders. There can be no assurance that
financing will be available in sufficient  amounts or on acceptable terms, if at
all.

RECENTLY ISSUED ACCOUNTING STANDARDS

In July 2001, the FASB issued SFAS No. 141 "Business Combinations." SFAS No. 141
supersedes  Accounting  Principles  Board  ("APB") No. 16 and requires  that any
business  combinations  initiated  after  June 30,  2001 be  accounted  for as a
purchase;  therefore,  eliminating the pooling-of-interest method defined in APB
16. The statement was effective  for any business  combination  initiated  after
June 30,  2001 and applies to all  business  combinations  accounted  for by the
purchase method for which the date of acquisition is July 1, 2001 or later.  The
adoption did not have a material impact on the Company's  financial  position or
results of operations  as the Company has not  participated  in such  activities
covered under this pronouncement after the effective date.

In July 2001,  the FASB issued SFAS No. 142,  "Goodwill and Other  Intangibles."
SFAS No. 142 addresses the initial recognition,  measurement and amortization of
intangible assets acquired individually or with a group of other assets (but not
those  acquired  in a  business  combination)  and  addresses  the  amortization
provisions for excess cost over fair value of net assets acquired or intangibles
acquired in a business combination.  The statement is effective for fiscal years
beginning  after  December  15,  2001,  and is  effective  July 1,  2001 for any
intangibles  acquired in a business  combination  initiated after June 30, 2001.
The  Company  adopted  SFAS 142 on  January 1,  2002,  the  effects of which are
disclosed above.

In October 2001, the FASB recently  issued SFAS No. 143,  "Accounting  for Asset
Retirement  Obligations," which requires companies to record the fair value of a
liability  for asset  retirement  obligations  in the  period in which  they are
incurred. The statement applies to a company's legal obligations associated with
the retirement of a tangible long-lived asset that results from the acquisition,
construction,  and  development or through the normal  operation of a long-lived
asset. When a liability is initially recorded,  the company would capitalize the
cost,  thereby  increasing  the  carrying  amount  of  the  related  asset.  The
capitalized asset retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value.  Upon  settlement of
the liability,  the obligation is settled at its recorded  amount or the company
incurs a gain or loss.  The  statement is effective  for fiscal years  beginning
after June 30, 2002. The Company does not expect the adoption to have a material
impact to the Company's financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  Statement 144  addresses  the  accounting  and
reporting for the  impairment or disposal of  long-lived  assets.  The statement
provides a single  accounting model for long-lived assets to be disposed of. New
criteria  must be met to  classify  the  asset as an asset  held-for-sale.  This
statement  also focuses on reporting the effects of a disposal of a segment of a
business.  This statement is effective for fiscal years beginning after December
15, 2001. The adoption did not have a material impact on the Company's financial
position or results of operations.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from  Extinguishment  of Debt", and an amendment of that Statement,  FASB
Statement  No.  64,  "Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund
Requirements"  and FASB Statement No. 44,  "Accounting for Intangible  Assets of
Motor Carriers".  This Statement  amends FASB Statement No. 13,  "Accounting for
Leases",  to eliminate an  inconsistency

                                      -9-
<PAGE>

between the required accounting for sale-leaseback transactions and the required
accounting for certain lease  modifications  that have economic effects that are
similar to sale-leaseback transactions. The Company does not expect the adoption
to have a material  impact to the  Company's  financial  position  or results of
operations.

In June  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force (EITF)  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  The provisions
of this  Statement  are  effective  for  exit or  disposal  activities  that are
initiated  after  December  31, 2002,  with early  application  encouraged.  The
Company does not expect the adoption to have a material  impact to the Company's
financial position or results of operations.

In October 2002,  the FASB issued  Statement No. 147,  "Acquisitions  of Certain
Financial  Institutions--an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both  Statement 72 and  Interpretation  9 and  requires  that those
transactions be accounted for in accordance  with  Statements No. 141,  Business
Combinations,  and No. 142,  Goodwill and Other Intangible  Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived  Assets,  to  include  in its scope  long-term  customer-relationship
intangible   assets  of   financial   institutions   such  as   depositor-   and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions is effective
for  acquisitions  for which the date of  acquisition  is on or after October 1,
2002.  The  provisions  related to accounting  for the impairment or disposal of
certain  long-term  customer-relationship  intangible  assets are  effective  on
October 1, 2002. The adoption of this  Statement did not have a material  impact
to the Company's  financial position or results of operations as the Company has
not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation--Transition  and Disclosure",  which amends FASB Statement No. 123,
Accounting  for  Stock-Based  Compensation,  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  In addition,  this Statement amends the
disclosure  requirements  of Statement 123 to require  prominent  disclosures in
both annual and interim financial  statements about the method of accounting for
stock-based employee  compensation and the effect of the method used on reported
results.  The transition guidance and annual disclosure  provisions of Statement
148 are effective for fiscal years ending after December 15, 2002,  with earlier
application   permitted  in  certain   circumstances.   The  interim  disclosure
provisions are effective for financial reports containing  financial  statements
for interim  periods  beginning  after  December 15, 2002.  The adoption of this
statement did not have a material impact on the Company's  financial position or
results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

In January  2003,  the FASB  issued  Interpretation  No. 46,  "Consolidation  of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company  includes  another  entity  in its  consolidated  financial  statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46 requires a variable  interest  entity to be consolidated by a
company if that  company  is subject to a majority  of the risk of loss from the
variable interest  entity's  activities or entitled to receive a majority of the
entity's  residual  returns  or both.  A company  that  consolidates  a variable
interest  entity  is  called  the  primary   beneficiary  of  that  entity.  The
consolidation  requirements of  Interpretation  46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older  entities in the first  fiscal year or interim  period  beginning
after  June  15,  2003.  Certain  of the  disclosure  requirements  apply in all
financial  statements  issued  after  January 31, 2003,  regardless  of when the
variable  interest  entity  was  established.  The  Company  does not expect the
adoption  to have a  material  impact to the  Company's  financial  position  or
results of operations.

                                      -10-
<PAGE>

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our consolidated  financial statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the  reporting  period.  On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue  recognition,  allowance for bad debt,  accrued  expenses,  financing
operations, and contingencies and litigation. Management bases its estimates and
judgments  on  historical  experience  and on  various  other  factors  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying value of assets and  liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.  The most significant
accounting  estimates  inherent in the  preparation of our financial  statements
include  estimates as to the  appropriate  carrying  value of certain assets and
liabilities which are not readily apparent from other sources, such as allowance
for bad debt,  goodwill,  inventory  valuation and the deferred tax asset. These
accounting  policies are described at relevant  sections in this  discussion and
analysis and in the notes to them consolidated  financial statements included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.

RISK FACTORS

Some of the  statements  in "Item 7 -  Management's  Discussion  and Analysis of
Financial  Condition  and  Results  of  Operations,"  "Item  1 -  Business"  and
elsewhere in this report constitute forward-looking statements. These statements
involve known and unknown risks,  uncertainties and other factors that may cause
the Company's actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such forward-looking statements. In some
cases,  forward-looking  statements  can be  identified by  terminology  such as
"may," "will," "should," "expect," "plan," "anticipate,"  "believe," "estimate,"
"predict,"  "potential"  or  "continue"  or the  negative of such terms or other
comparable terminology. These statements are only predictions.  Actual events or
results  may  differ   materially.   Although  the  Company  believes  that  the
expectations  reflected in the  forward-looking  statements are reasonable,  the
Company cannot  guarantee  future  results,  levels of activity,  performance or
achievements.  Moreover,  neither  the  Company  nor any  other  person  assumes
responsibility for the accuracy and completeness of such statements. The Company
is under no duty to update any of the forward-looking  statements after the date
of this report to conform such statements to actual results.

In addition to the factors  discussed  elsewhere in this report,  the  following
additional  factors may affect the  Company's  future  operations  and financial
results.

Competition From Direct Sales

The Company may face increased competition from manufacturers that sell products
directly  over the Internet or by telephone,  such as Dell and Gateway.  Many of
these companies have longer operating histories,  larger customer bases, greater
brand  recognition  and  significantly  greater  financial,  marketing and other
resources.  There can be no  assurance  that the Company will be able to compete
effectively  against  such  companies  and that the  purchasing  patterns of the
Company's  customers will not increasingly shift to the direct sales channels of
distribution.  Such increased competition and changes in purchasing patterns may
adversely affect the Company's future operations and financial results.

                                      -11-
<PAGE>

Protection of the Company's Domain Names

The Company  currently  holds  various  domain  names  commencing  with the "24"
prefix.  The  acquisition and maintenance of domain names generally is regulated
by Internet  regulatory  bodies.  The  regulation  of domain names in the United
States,  the  United  Kingdom  and in other  countries  is  subject  to  change.
Governing bodies may establish additional top-level domains,  appoint additional
domain name registrars or modify the requirements for holding domain names. As a
result,  the Company may be unable to acquire or maintain  relevant domain names
in all countries in which it conducts  business.  Furthermore,  the relationship
between  regulations  governing domain names and laws protecting  trademarks and
similar proprietary rights is unclear.  Therefore,  the Company may be unable to
prevent third parties from acquiring  domain names that are similar to, infringe
upon or  otherwise  decrease  the value of the  Company's  trademarks  and other
proprietary  rights.  The Company may not  successfully  carry out its  business
strategy  of  establishing  a strong  brand for the "24"  prefix if the  Company
cannot prevent others from using similar domain names or trademarks.  This could
impair the Company's ability to increase market share and revenues.

Rapid Technological Change

The  industry  in  which  the  Company   competes  is   characterized  by  rapid
technological  change,  frequent  introductions  of new products  and  services,
changes in customer demands and evolving industry standards. The introduction or
announcement  of new  products  or services by the Company or one or more of its
competitors  embodying  new  technologies  or changes in industry  standards  or
customer  requirements  could render the Company's existing products or services
obsolete or unmarketable. Accordingly, the life cycles of the Company's products
are difficult to estimate.  The  Company's  future  results of  operations  will
depend,  in part,  upon its ability to enhance its  products and services and to
introduce  new products and services on a timely and  cost-effective  basis that
will keep pace with technological  developments and evolving industry standards,
as well  as  address  the  increasingly  sophisticated  needs  of the  Company's
customers.  Failure of the  Company to  introduce,  for  technological  or other
reasons,  new products and services in a timely and cost-effective  manner could
have a material adverse effect on the Company's business,  results of operations
and financial  condition.  Furthermore,  the introduction or announcement of new
product or service  offerings or  enhancements  by the Company or the  Company's
competitors  may cause  customers to defer or forgo  purchases of the  Company's
products  or  services,  which  could  have a  material  adverse  effect  on the
Company's business, results of operations and financial condition.

System Interruption and Security Risks

The Company's  operations are dependent,  in part, on its ability to protect its
systems  from  interruption  by  damage  from  fire,  earthquake,   power  loss,
telecommunication  failure,  unauthorized  entry  or  other  events  beyond  the
Company's control.  The Company's  computer  equipment  constituting its central
computer systems,  including its processing operations, are currently located in
Basingstoke,  United Kingdom.  The Company conducts system backups daily,  which
are taken off site each evening.  The Company's  computer  programs are password
protected and firewalls,  anti-virus software and uninterruptable power supplies
are in place.  However,  there can be no assurance  that damage to or failure of
any of the  Company's  central  computer  systems will not take place.  Any such
damage or failure that causes  interruptions  in the Company's  operations could
have a material adverse effect on the Company's business,  results of operations
and  financial  condition.  Persistent  problems  continue to affect  public and
private data networks.  Computer  break-ins and other disruptions may jeopardize
the  security of  information  stored in and  transmitted  through the  computer
systems of the Company and the parties utilizing the Company's  services,  which
may result in significant  liability to the Company and also may deter potential
customers  from using the  Company's  services.  In addition,  while the Company
attempts

                                      -12-
<PAGE>

to be careful  with  respect to the  employees  it hires and  maintain  controls
through  software design and security systems to prevent  unauthorized  employee
access, it is possible that, despite such safeguards, an employee of the Company
could  obtain  access,  which would also expose the Company to a risk of loss or
litigation and possible  liability to customers or other users.  There can be no
guarantee  that the  growth of the  Company's  customer  base will not strain or
exceed the capacity of its computer and  telecommunications  systems and lead to
degradations in performance or system failure. Any damage, failure or delay that
causes  interruptions in the Company's  operations could have a material adverse
effect on the Company's business, results of operations and financial condition.

Future Capital Needs; Uncertainty of Additional Financing

The  Company  may need to raise  additional  funds in order to fund  more  rapid
expansion,  to develop  new or enhanced  products  and  services,  to respond to
competitive pressures or to acquire complimentary businesses or technologies. If
additional  funds are raised  through  the  issuance of equity  securities,  the
percentage  ownership  of the  shareholders  of the  Company  will  be  reduced,
shareholders may experience  additional dilution,  or such equity securities may
have rights,  preferences  or  privileges  senior to those of the holders of the
Company's  Common Stock.  The  Company's  main sources of funds  currently  come
through its  operating  subsidiaries  (see  "Liquidity  and  Capital  Resources"
above).  A reduction in market  demand for the  Company's  products and services
could damage the Company's ability to obtain short term funding from its current
lenders and trade suppliers.

There can be no assurance  that  additional  financing  will be  available  when
needed on terms  favorable  to the Company or at all. If adequate  funds are not
available or are not available on acceptable terms, the Company may be unable to
develop  or  enhance  its  products  and  services,  take  advantage  of  future
opportunities  or respond to  competitive  pressures,  which would likely have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

Control By Existing Stockholder

InfiniCom AB beneficially owns approximately  90.1% of the outstanding shares of
the Company's  Common Stock (which  includes  10,660,679  shares that it has the
right to acquire,  as described in ITEM 13). As a result,  this  stockholder  is
able to exercise control over matters requiring shareholder approval,  including
the election of directors, and the approval of mergers, consolidations and sales
of all or  substantially  all of the assets of the Company.  This may prevent or
discourage  tender  offers for the  Company's  Common Stock unless the terms are
approved by InfiniCom.

Volatility of Stock Price

The trading price of the  Company's  Common Stock has in the past and may in the
future be subject to significant fluctuations.  In addition, the stock market in
general has experienced extreme price and volume fluctuations that have affected
the market price for many companies in industries  similar to or related to that
of the Company and which have been  unrelated to the  operating  performance  of
these companies. These market fluctuations may adversely affect the market price
of the Company's Common Stock.

Recent Significant Changes to Business

The Company  has  experienced  significant  changes in its  business,  including
changes resulting from recent acquisitions and other business combinations. Such
changes  have  placed and may  continue to place a  significant  strain upon the
Company's  management,  systems and resources.  The Company's ability to compete
effectively and to manage future changes will require the Company to continue to
improve its

                                      -13-
<PAGE>

financial and management controls,  reporting systems and procedures,  budgeting
and forecasting  capabilities on a timely basis and adequately  train and manage
its  employee  work force.  There can be no assurance  that the Company,  or the
Company's current management,  will be able to manage such changes successfully.
The  Company's  failure to do so could have a material  adverse  effect upon the
Company's business, results of operations and financial condition.

Reorganization of Parent Company

On January 28, 2002, the Company's parent company,  InfiniCom AB, applied to the
Stockholm  District Council for  reconstruction  in accordance with Swedish law,
similar to a Chapter  11 filing in the  United  States  bankruptcy  system.  The
parent company has emerged from reconstruction as of December 20, 2002. However,
the parent  company's  reconstruction  may affect the  Company's  ability to get
additional funding to put management's plans for future expansion into place. If
this occurred,  one of the resulting  scenarios could be the Company's  decision
not to continue as a public entity in the United States.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 subsidiaries,
including  24STORE and  denominated in British  pounds  sterling 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  and the United  States may give rise to material  variances  in
reported earnings of the Company.

                                      -14-
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.




                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000






                                    CONTENTS

                                                                           Page


Independent Auditors' Report                                                 1

Financial Statements:
  Consolidated Balance Sheets                                                2
  Consolidated Statements of Operations                                      3
  Consolidated Statement of Shareholders' Equity                             4
  Consolidated Statements of Cash Flows                                    5-6
  Notes to Consolidated Financial Statements                               7-17


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
24Holdings Inc.
Los Angeles, California


We have audited the accompanying  consolidated balance sheets of 24Holdings Inc.
(formerly  Scoop,  Inc.) and  subsidiary  at December  31, 2002 and 2001 and the
related  consolidated  statements of operations,  shareholders'  equity and cash
flows for each of the three years in the period ended  December 31, 2002.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statements presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of 24Holdings  Inc.
(formerly  Scoop,  Inc.) and  subsidiary  at December  31, 2002 and 2001 and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2002, in conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
consolidated  financial  statements,  the  Company's  net losses of $827,279 and
$1,822,971  in the last two years,  negative  working  capital of  $730,479  and
accumulated  deficit of $9,868,084 at December 31, 2002 raise  substantial doubt
about their ability to continue as a going concern. Management's plans in regard
to these matters are also  described in Note 2. The financial  statements do not
include  any   adjustments  to  asset   carrying   amounts  or  the  amount  and
classification  of  liabilities  that  might  result  from the  outcome  of this
uncertainty.


CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 3, 2003

                                                                              1
<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                 ASSETS                            December 31,      December 31,
                                                                       2002              2001
                                                                       ----              ----
<S>                                                           <C>                 <C>
Current assets:
  Cash and cash equivalents                                   $        802,091   $     1,339,650
  Accounts receivable, less allowance for doubtful
    accounts of $65,516 and $16,687 at
    December 31, 2002 and 2001                                       1,424,802         1,958,937
  Inventories                                                          315,576           312,180
  Prepaid and other current assets                                      67,230            29,752
                                                              ----------------   ---------------

          Total current assets                                       2,609,699         3,640,520

Loan receivable, related party                                               -            13,519

Property and equipment, net of accumulated depreciation              1,368,342         1,264,840

Goodwill, net of accumulated amortization                                    -           408,862
                                                              ----------------   ---------------

                                                              $      3,978,041   $     5,327,740
                                                              ================   ===============

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                       $      2,377,465   $     2,745,836
  Credit facility                                                      874,110         1,123,604
  Income taxes payable                                                     134              (401)
  Current maturities of notes payable, bank                             88,469            77,077
                                                              ----------------   ---------------
          Total current liabilities                                  3,340,178         3,946,116
                                                              ----------------   ---------------
Note payable, bank, less current maturities                            212,414           271,196
                                                              ----------------   ---------------
Deferred tax liability                                                  89,200            91,600
                                                              ----------------   ---------------
Long-term note payable, related party                                        -           509,436
                                                              ----------------   ---------------

Shareholders' equity:
  Preferred stock $.001 par value; 5,000,000 shares
    authorized; no shares issued or outstanding.                             -                 -
  Common stock, $.001 par value; 100,000,000 shares
    authorized; 96,147,396 and 85,486,717, shares issued and
    outstanding at December 31, 2002 and 2001, respectively             36,742            26,081
  Additional paid-in capital                                        10,362,233         9,855,851
  Other comprehensive loss                                            (194,642)         (331,735)
  Accumulated deficit                                               (9,868,084)       (9,040,805)
                                                              ----------------   ---------------

     Total shareholders' equity                                        336,249           509,392
                                                              ----------------   ---------------

                                                              $      3,978,041   $     5,327,740
                                                              ================   ===============
</TABLE>

The accompanying notes form an integral part of these consolidated financial
statements.

                                                                              2
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                            Year ended                  Year ended                Year ended
                                                         December 31, 2002           December 31, 2001         December 31, 2000
                                                         -----------------           -----------------         -----------------
<S>                                                    <C>                          <C>                         <C>

Revenue                                                $       18,598,455                 22,036,485           $      28,058,566

Cost of Revenue                                                16,661,446                 19,666,260                  25,076,624
                                                       ------------------          -----------------           -----------------
Gross profit                                                    1,937,009                  2,370,225                   2,981,942
                                                       ------------------          -----------------           -----------------
Operating expenses:
  Selling, general and administrative expenses                  2,254,455                  2,534,957                   3,839,728
  Goodwill amortization                                                 -                    666,277                     763,414
  Goodwill impairment                                             450,844                  1,125,846                           -
  Gain on disposal of subsidiary                                        -                   (230,322)                          -
                                                       ------------------          -----------------           -----------------
                                                                2,705,299                  4,096,758                   4,603,142
                                                       ------------------          -----------------           -----------------
Loss from operations                                             (768,290)                (1,726,533)                 (1,621,200)
                                                       ------------------          -----------------           -----------------
Other:
  Interest income                                                  (4,945)                   (24,799)                    (14,364)
  Interest expense                                                 58,200                    123,637                     284,350
                                                       ------------------          -----------------           -----------------
                                                                   53,255                     98,838                     269,986
                                                       ------------------          -----------------           -----------------
Loss before income taxes                                         (821,545)                (1,825,371)                 (1,891,186)

Income taxes, principally current                                   5,734                     (2,400)                    (68,024)
                                                       ------------------          -----------------           -----------------
Net loss                                               $         (827,279)         $      (1,822,971)          $      (1,823,162)
                                                       ==================          =================           =================
Net loss per share - basic and diluted                 $            (0.01)         $           (0.02)          $           (0.02)
                                                       ==================          =================           =================
Weighted average number of shares outstanding -
  basic and diluted                                            93,255,869                 85,486,717                  81,241,503
                                                       ==================          =================           =================
</TABLE>

The accompanying notes form an integral part of these consolidated financial
statements.

                                                                              3
<PAGE>

                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS ' EQUITY

<TABLE>
<CAPTION>
                                                                                                         Retained          Total
                                                                        Additional        Other          earnings/     shareholders'
                                                     Common stock         paid-in      comprehensive    accumulated       equity /
                                                  Shares      Amount      capital      income/(loss)     (deficit)       (deficit)
                                                  ------      ------     ----------    ------------   -------------    -------------
<S>                                           <C>          <C>           <C>           <C>             <C>              <C>
Balance at December 31, 1999                  66,795,457   $  7,390               -    $  (191,794)   $ (5,394,672)    $ (5,579,076)

Shares issued in satisfaction of debt         17,726,127     17,726       7,986,390                                       8,004,116

Shares issued in sale to parent company          965,133        965       1,869,461                                       1,870,426

Foreign currency translation                                                               (40,778)                         (40,778)

Net loss for the year ended
  December 31, 2000                                                                                     (1,823,162)      (1,823,162)
                                              ----------     --------    ----------     ------------   ------------     ------------

Balance at December 31, 2000                  85,486,717      26,081      9,855,851       (232,572)     (7,217,834)       2,431,526

Foreign currency translation                                                               (99,163)                        (99,163)

Net loss for the year ended
  December 31, 2001                                                                                     (1,822,971)       1,822,971)
                                              ----------     --------    ----------     -----------    ------------      -----------

Balance at December 31, 2001                  85,486,717      26,081      9,855,851       (331,735)     (9,040,804)         509,392

Shares issued upon conversion of
  debt on April 10, 2002                      10,660,679      10,661        506,382                                         517,043

Foreign currency translation                                                               137,093                          137,092

Net loss for the year ended
  December 31, 2002                                                                                       (827,279)        (827,279)
                                              ----------     --------    -----------    -----------     -----------     ------------

Balance at December 31, 2002                  96,147,396     $ 36,742    $10,362,233    $ (194,642)     (9,868,084)     $   336,249
                                              ==========     ========    ===========    ===========     ===========     ============
</TABLE>

The accompanying notes form an integral part of these consolidated financial
statements.

                                                                              4
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

                                                               Year ended             Year ended              Year ended
                                                            December 31, 2002      December 31, 2001      December 31, 2000
                                                            -----------------      -----------------      -----------------
<S>                                                          <C>               <C>                      <C>

Cash flows provided by (used for) operating activities:
  Net loss                                                         (827,279)       $   (1,822,971)          $ (1,823,162)
                                                                ------------       ---------------          -------------
  Adjustments to reconcile net loss to net cash
    provided by (used for) operating activities:
      Depreciation                                                   67,330                93,923                129,091
      Amortization of goodwill                                            -               666,277                763,414
      Goodwill impairment                                           450,844             1,125,846                      -
      Gain on sale of subsidiary                                          -              (230,322)                     -
      Foreign currency translation                                  121,489               (46,786)               510,025

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable                                           703,409             1,103,316                846,081
      Inventories                                                    29,150               266,701                289,736
      Prepaid and other current assets                              (25,694)                9,261                (43,111)

    Increase (decrease) in liabilities:
      Accounts payable and accrued expenses                        (584,524)           (1,315,662)            (1,299,135)
      Deferred taxes                                                 (2,400)               (2,400)                     -
      Income taxes payable                                              549               (11,026)               (60,997)
                                                               ------------       ---------------          -------------

          Total adjustments                                         760,153             1,659,128              1,135,104
                                                               ------------       ---------------          -------------

          Net cash used for operating activities                    (67,126)             (163,843)              (688,058)
                                                               ------------       ---------------          -------------
</TABLE>

                                   (Continued)

The accompanying notes form an integral part of these consolidated financial
statements.

                                                                              5
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                                      Year ended              Year ended            Year ended
                                                                   December 31, 2002       December 31, 2001     December 31, 2000
                                                                   -----------------       -----------------     -----------------
<S>                                                              <C>                        <C>                  <C>
Cash flows provided by (used for) investing activities:
  Acquisition of property and equipment                                     (35,484)                15,550                 (30,136)
  Due to/from related parties                                                     -                (40,456)                 36,836
                                                                 ------------------      -----------------       -----------------

  Net cash provided by (used for) investing activities                      (35,484)               (24,906)                  6,700
                                                                 ------------------      -----------------       -----------------

Cash flows provided by (used for) financing activities:
  Payments on note payable, bank                                            (81,183)               (76,043)                 (1,694)
  Credit facility                                                          (353,766)              (550,860)                      -
  Sale of subsidiary, net of cash acquired                                        -               (105,879)                      -
  Payments on notes payable, related parties                                      -                      -              (1,354,044)
  Proceeds from (payments on) short-term loans,                                   -                      -                 567,406
    related parties
  Proceeds from issuance of common stock                                          -                      -               1,870,426
                                                                 ------------------      -----------------       -----------------

  Net cash provided by (used for) financing activities                     (434,949)              (732,782)              1,082,094
                                                                 ------------------      -----------------       -----------------

Net increase (decrease) in cash and cash equivalents                       (537,559)              (921,531)                400,736
Cash and cash equivalents, beginning of year                              1,339,650              2,261,181               1,860,445
                                                                 ------------------      -----------------       -----------------

Cash and cash equivalents, end of year                           $          802,091              1,339,650       $       2,261,181
                                                                 ==================      =================       =================

Supplemental disclosure of cash flow information:
  Interest paid                                                  $           67,718      $          91,903       $         215,019
                                                                 ==================      =================       =================
  Income taxes paid                                              $                -      $           6,952       $          34,368
                                                                 ==================      =================       =================

Supplemental disclosure of non-cash investing and
 financing activities:
  Issuance of notes payable in connection with acquisitions      $                -       $              -        $               -
                                                                 ==================       =================       =================
  Issuance of shares in satisfaction of debt                     $                -       $              -        $       8,008,441
                                                                 ==================       =================       =================
  Issuance of shares upon conversion of long-term debt,          $          517,043       $              -        $               -
   related party                                                 ==================       =================       =================
</TABLE>


The accompanying notes form an integral part of these consolidated financial
statements.

                                                                              6
<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(1)  Description of Business:

     General:

     24Holdings  Inc.  ("24Holdings"  or the "Company") was  incorporated in the
     name  Scoop,  Inc.  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, Scoop was
     acquired in a reverse  merger with  24STORE.com,  Ltd.  ("24STORE"),  whose
     parent  company  acquired  91% of  the  outstanding  shares  of  Scoop,  or
     60,783,219  of newly issued  shares,  in exchange  for all the  outstanding
     shares of 24STORE. Since the shareholders of 24STORE became the controlling
     shareholders  of Scoop  after  the  exchange,  24STORE  is  treated  as the
     acquirer for accounting  purposes.  No value was assigned to the assets and
     liabilities  of the  acquired  company,  as it was  emerging  from a formal
     bankruptcy plan.

     24STORE was  incorporated  July 28,  1998 in England  and Wales,  and was a
     wholly owned  subsidiary of InfiniCom AB  ("InfiniCom"),  a publicly listed
     company on the SBI market in Sweden,  whose principal activity is that of a
     consulting  company.  On May 6,  1999,  24STORE  acquired  three  companies
     registered  in the United  Kingdom,  ("UK Group")  related  through  common
     ownership.

     Scoop, Inc changed its name to 24Holdings Inc. on April 2, 2001.

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


(2)  Summary of Significant Accounting Policies:

     Basis of Presentation:

     The Company's  financial  statements  have been presented on the basis that
     the  Company  will  continue as a going  concern,  which  contemplates  the
     realization  of assets and the  satisfaction  of  liabilities in the normal
     course of  business.  The  Company  incurred  net  losses of  $827,279  and
     $1,822,971  during  2002 and  2001,  respectively,  and has an  accumulated
     deficit of  $9,868,084  at December  31,  2002.  The  Company had  negative
     working  capital of $711,164 at December  31,  2002.  These  factors  raise
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern. Management is currently attempting to decrease operating costs and
     enter into new sources of revenue, including software sales and consulting.
     The  financial  statements  do not  include any  adjustments  that might be
     necessary if the Company is unable to continue as a going concern.

                                                                              7
<PAGE>

                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000

(2)  Summary of Significant Accounting Policies, Continued:

     Principles of Consolidation:

          The  accompanying  consolidated  statements  include  the  accounts of
          24Holdings   Inc.  and  subsidiary.   All   significant   intercompany
          transactions and accounts have been eliminated.

          The  financial  statements  of the entities  owned  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).

     Estimates Used in the Preparation of Consolidated Financial Statements:

          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 amounts
          reported  in the  financial  statements  and the  accompanying  notes.
          Actual results could differ from those estimates.

     Revenue Recognition:

          The Company  recognizes  revenue  upon the  delivery of its product to
          customers.  Shipping and handling charges are included in gross sales,
          with the related costs included in selling, general and administrative
          expenses.

     Cash and Cash Equivalents:

          The Company considers all highly liquid investments with a maturity of
          three  months  or less when  purchased,  which  are not  securing  any
          corporate obligations, to be cash equivalents.

     Property and Equipment:

          Building,  computers,  software, furniture and equipment are valued at
          cost and depreciated using the straight-line method over the estimated
          useful lives of the assets as follows:

                 Description                            Useful life

                 Building                                  50 years
                 Furniture and equipment                    5 years
                 Computers                                3-4 years
                 Software                                 3-4 years

                                                                              8
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000

(2)  Summary of Significant Accounting Policies, Continued:

     Goodwill:

          In connection with various acquisitions which were accounted for under
          the purchase method of accounting,  the Company recorded goodwill. The
          remaining  goodwill at December 31, 2001 was being amortized using the
          straight-line  method over the  estimated  useful lives of five years.
          Accumulated  amortization  on all goodwill was  $2,265,828 at December
          31, 2001.

          In accordance  with the  provisions of SFAS 121,  "Accounting  for the
          Impairment of Long-Lived  Assets and Long-Lived  Assets to Be Disposed
          Of" the  Company  determined  there  had  been an  impairment  loss of
          $1,125,846 for the year ended  December 31, 2001. The impairment  loss
          represents   the  excess  of  the  carrying  value  over  fair  value,
          determined  by the present  value of  estimated  expected  future cash
          flows  of the UK  Group  for the  remaining  useful  life of 3  years,
          discounted at 7%.

          On January 1, 2003 the Company  adopted  SFAS No. 142,  "Goodwill  and
          Other Intangibles" and accordingly has ceased amortizing Goodwill, the
          expense for which would have been approximately $210,000, for the year
          ended  December  31,  2002.  Pursuant  to the  standard,  the  Company
          performed the first tier Goodwill impairment test based on criteria in
          effect at date of adoption, January 1, 2002, and determined that there
          was no indication of  impairment.  The Company has determined the date
          of the annual impairment test will be the Company's fiscal year end of
          December 31, and  therefore  performed  the test again at December 31,
          2002.  Due to  the  decrease  in the  market  value  of the  Company's
          publicly traded common stock, the fair value of the reporting unit was
          below the carrying  value of the  reporting  unit,  an  indication  of
          impairment  to the carrying  value of the  goodwill.  Pursuant to SFAS
          142,  the second tier  impairment  test was  conducted  to measure the
          amount of impairment loss, whereby the implied fair value of reporting
          unit goodwill is compared with the carrying  amount of that  goodwill,
          determined in the same manner as the amount of goodwill  recognized in
          a business combination is determined.  The impairment test resulted in
          the recognition of an impairment loss of approximately  $451,000,  the
          carrying value of the goodwill.

     Inventory:

          Inventory  is stated  at the  lower of cost or  market  using the FIFO
          (first-in, first-out) cost method.

                                                                              9
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(2)  Summary of Significant Accounting Policies, Continued:

     Income Taxes:

          Deferred tax assets and liabilities are recognized with respect to the
          tax consequences attributable to the differences between the financial
          statement  carrying  values and tax basis of assets  and  liabilities.
          Deferred tax assets and  liabilities  are measured  using  enacted tax
          rates  expected to apply to taxable income in the years in which these
          temporary  differences  are  expected  to  be  recovered  or  settled.
          Further, the effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

     Financial Instruments:

          The estimated fair values of all reported assets and liabilities which
          represent  financial  instruments,  none of which are held for trading
          purposes,  approximate  their carrying value because of the short term
          maturity  of  these  instruments  or the  stated  interest  rates  are
          indicative of market interest rates.

     Advertising Costs:

          Advertising  costs are  expensed  as  incurred.  For the  years  ended
          December 31, 2002, 2001, and 2000,  advertising  expenses  amounted to
          approximately $125,000, $136,000 and $262,000, respectively.

     Concentration:

          During the year ended  December  31,  2002,  the Company has one major
          customer  accounting  for  13.8%  of  their  sales,  or  approximately
          $1,705,000.  There were no amounts due from this customer  included in
          accounts receivable at December 31, 2002.

          During the year ended  December  31,  2001,  the Company has one major
          customer  accounting  for  10.7%  of  their  sales,  or  approximately
          $1,580,000.  Approximately $195,000 due from this customer is included
          in accounts receivable at December 31, 2001.

     Basic and Diluted Earnings (Loss) Per Share:

          Basic  earnings  (loss) per share are  determined  by dividing the net
          earnings  (loss)  by the  weighted  average  shares  of  Common  Stock
          outstanding  during the period.  Diluted earnings (loss) per share are
          determined by dividing the net earnings (loss) by the weighted average
          shares of Common Stock  outstanding plus the dilutive effects of stock
          options, warrants, and other convertible securities. Basic and diluted
          earnings  (loss) per share are the same for the years  ended  December
          31,  2002,  2001 and 2000  because  there were no dilutive  securities
          outstanding during those periods.

                                                                             10
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(2)  Summary of Significant Accounting Policies, Continued:

     Segment:

          Based on the Company's  integration  and  management  strategies,  the
          Company  operates in a single  business  segment.  For the years ended
          December 31, 2002,  2001, and 2000 all revenues have been derived from
          European operations.

     Statement of Cash Flows:

          In  accordance  with  Statement  of  Financial   Accounting  Standards
          ("SFAS")  No.  95,  "Statement  of Cash  Flows,"  cash  flows from the
          Company's  operations are calculated based upon the local  currencies.
          As a result, amounts related to assets and liabilities reported on the
          statement of cash flows will not necessarily agree with changes in the
          corresponding balances on the balance sheet.

     Recent Accounting Pronouncements:

          In July 2001,  the FASB issued SFAS No. 141  "Business  Combinations."
          SFAS No. 141 supersedes Accounting Principles Board ("APB") No. 16 and
          requires that any business combinations  initiated after June 30, 2001
          be  accounted   for  as  a  purchase;   therefore,   eliminating   the
          pooling-of-interest  method  defined  in APB  16.  The  statement  was
          effective for any business  combination  initiated after June 30, 2001
          and applies to all business combinations accounted for by the purchase
          method for which the date of acquisition is July 1, 2001 or later. The
          adoption  did not have a material  impact on the  Company's  financial
          position or results of operations as the Company has not  participated
          in  such  activities  covered  under  this  pronouncement   after  the
          effective date.

          In July  2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and Other
          Intangibles."   SFAS  No.  142  addresses  the  initial   recognition,
          measurement   and   amortization   of   intangible   assets   acquired
          individually  or with a group of other assets (but not those  acquired
          in a business  combination) and addresses the amortization  provisions
          for excess cost over fair value of net assets  acquired or intangibles
          acquired in a business  combination.  The  statement is effective  for
          fiscal years  beginning after December 15, 2001, and is effective July
          1,  2001  for  any  intangibles  acquired  in a  business  combination
          initiated after June 30, 2001. The Company adopted SFAS 142 on January
          1, 2002, the effects of which are disclosed above.

                                                                             11
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(2)  Summary of Significant Accounting Policies, Continued:

     Recent Accounting Pronouncements, Continued:

          In October 2001,  the FASB recently  issued SFAS No. 143,  "Accounting
          for Asset Retirement  Obligations," which requires companies to record
          the fair value of a liability for asset retirement  obligations in the
          period  in  which  they  are  incurred.  The  statement  applies  to a
          company's  legal  obligations  associated  with  the  retirement  of a
          tangible   long-lived   asset  that  results  from  the   acquisition,
          construction,  and  development  or through the normal  operation of a
          long-lived asset. When a liability is initially recorded,  the company
          would capitalize the cost,  thereby  increasing the carrying amount of
          the  related  asset.   The  capitalized   asset   retirement  cost  is
          depreciated  over the life of the respective asset while the liability
          is accreted to its present  value.  Upon  settlement of the liability,
          the obligation is settled at its recorded amount or the company incurs
          a gain or loss. The statement is effective for fiscal years  beginning
          after June 30, 2002.  The Company does not expect the adoption to have
          a material  impact to the Company's  financial  position or results of
          operations.

          In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets".  Statement 144 addresses
          the  accounting  and  reporting  for the  impairment  or  disposal  of
          long-lived  assets.  The statement  provides a single accounting model
          for  long-lived  assets to be disposed of. New criteria must be met to
          classify  the asset as an asset  held-for-sale.  This  statement  also
          focuses on  reporting  the  effects  of a  disposal  of a segment of a
          business. This statement is effective for fiscal years beginning after
          December 15, 2001. The adoption did not have a material  impact on the
          Company's financial position or results of operations.

          In April 2002, the FASB issued Statement No. 145,  "Rescission of FASB
          Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and
          Technical  Corrections." This Statement rescinds FASB Statement No. 4,
          "Reporting  Gains and  Losses  from  Extinguishment  of Debt",  and an
          amendment of that Statement,  FASB Statement No. 64,  "Extinguishments
          of Debt Made to Satisfy Sinking-Fund  Requirements" and FASB Statement
          No. 44,  "Accounting for Intangible  Assets of Motor  Carriers".  This
          Statement  amends FASB Statement No. 13,  "Accounting for Leases",  to
          eliminate  an  inconsistency   between  the  required  accounting  for
          sale-leaseback  transactions  and the required  accounting for certain
          lease  modifications  that have  economic  effects that are similar to
          sale-leaseback transactions.  The Company does not expect the adoption
          to have a  material  impact to the  Company's  financial  position  or
          results of operations.

                                                                             12

<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(2)      Summary of Significant Accounting Policies, Continued:

         Recent Accounting Pronouncements, Continued:

          In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities." This Statement addresses
          financial  accounting and reporting for costs  associated with exit or
          disposal  activities and nullifies  Emerging  Issues Task Force (EITF)
          Issue  No.  94-3,   "Liability   Recognition   for  Certain   Employee
          Termination  Benefits  and Other Costs to Exit an Activity  (including
          Certain Costs  Incurred in a  Restructuring)."  The provisions of this
          Statement  are  effective  for exit or  disposal  activities  that are
          initiated after December 31, 2002, with early application  encouraged.
          The Company does not expect the adoption to have a material  impact to
          the Company's financial position or results of operations.

          In October 2002, the FASB issued  Statement No. 147,  "Acquisitions of
          Certain Financial Institutions--an amendment of FASB Statements No. 72
          and 144 and FASB Interpretation No. 9", which removes  acquisitions of
          financial  institutions  from  the  scope  of  both  Statement  72 and
          Interpretation 9 and requires that those transactions be accounted for
          in accordance with Statements No. 141, Business Combinations,  and No.
          142, Goodwill and Other Intangible Assets. In addition, this Statement
          amends  SFAS No. 144,  Accounting  for the  Impairment  or Disposal of
          Long-Lived    Assets,    to   include    in   its   scope    long-term
          customer-relationship intangible assets of financial institutions such
          as depositor- and  borrower-relationship  intangible assets and credit
          cardholder   intangible   assets.   The   requirements   relating   to
          acquisitions of financial  institutions is effective for  acquisitions
          for which the date of  acquisition is on or after October 1, 2002. The
          provisions  related to  accounting  for the  impairment or disposal of
          certain   long-term   customer-relationship   intangible   assets  are
          effective on October 1, 2002.  The adoption of this  Statement did not
          have a material impact to the Company's  financial position or results
          of  operations  as the  Company  has not  engaged  in  either of these
          activities.

          In December 2002, the FASB issued  Statement No. 148,  "Accounting for
          Stock-Based  Compensation--Transition  and  Disclosure",  which amends
          FASB Statement No. 123,  Accounting for Stock-Based  Compensation,  to
          provide  alternative  methods of transition for a voluntary  change to
          the fair value based method of  accounting  for  stock-based  employee
          compensation.  In  addition,  this  Statement  amends  the  disclosure
          requirements of Statement 123 to require prominent disclosures in both
          annual and interim financial statements about the method of accounting
          for  stock-based  employee  compensation  and the effect of the method
          used  on  reported  results.   The  transition   guidance  and  annual
          disclosure  provisions of Statement 148 are effective for fiscal years
          ending after December 15, 2002, with earlier application  permitted in
          certain circumstances. The interim disclosure provisions are effective
          for financial  reports  containing  financial  statements  for interim
          periods  beginning  after  December  15,  2002.  The  adoption of this
          statement did not have a material  impact on the  Company's  financial
          position  or results of  operations  as the Company has not elected to
          change to the fair value based method of  accounting  for  stock-based
          employee compensation.

                                                                              13
<PAGE>

                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(2)  Summary of Significant Accounting Policies, Continued:

     Recent Accounting Pronouncements, Continued:

          In January 2003, the FASB issued Interpretation No. 46, "Consolidation
          of Variable Interest Entities." Interpretation 46 changes the criteria
          by which one  company  includes  another  entity  in its  consolidated
          financial statements.  Previously,  the criteria were based on control
          through  voting  interest.   Interpretation  46  requires  a  variable
          interest  entity to be  consolidated  by a company if that  company is
          subject to a majority of the risk of loss from the  variable  interest
          entity's  activities or entitled to receive a majority of the entity's
          residual  returns  or both.  A company  that  consolidates  a variable
          interest entity is called the primary  beneficiary of that entity. The
          consolidation  requirements of  Interpretation 46 apply immediately to
          variable  interest  entities  created  after  January  31,  2003.  The
          consolidation requirements apply to older entities in the first fiscal
          year or interim period  beginning after June 15, 2003.  Certain of the
          disclosure requirements apply in all financial statements issued after
          January 31, 2003,  regardless of when the variable interest entity was
          established.  The  Company  does not  expect  the  adoption  to have a
          material  impact to the  Company's  financial  position  or results of
          operations.

(3)  Property and Equipment:

     Property and equipment consist of the following:

                                               December 31,        December 31,
                                                   2002                2001
                                                   ----                ----

     Land and building                       $      1,375,865    $     1,240,510
     Computer equipment                               257,586            193,395
     Vehicles                                          27,226             65,343
     Office furniture and equipment                   162,843            152,059
                                             ----------------    ---------------

                                                    1,823,520          1,651,307
     Less accumulated depreciation                    455,178            386,467
                                             ----------------    ---------------

                                             $      1,368,342    $     1,264,840
                                             ================    ===============

(4)  Major Vendor:

     Included  in  accounts  payable  at  December  31,  2001  is  approximately
     $1,036,000  owed to five suppliers.  Purchases from these suppliers  during
     2001 totaled approximately $9,347,500.

                                                                             14
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000

(5)  Credit Facility:

     Two of the  Company's  subsidiaries  in the United  Kingdom  use a discount
     financing  company for credit  administration  and cash flow purposes.  The
     financing company  purchases  approved  receivables,  less a commission and
     discounting  charges. The discount rate is 1.75% and 2% above the base rate
     of  National  Westminster  Bank in the United  Kingdom,  5.75% and 5.25% at
     December 31, 2002 and 2001, respectively.

     The financing  company holds as security  interests all receivables as well
     as  the  personal  guarantees  of  the   officer-stockholders   limited  to
     anti-fraud.


(6)  Note Payable, Bank:

     One of the Company's  subsidiaries in the United Kingdom has a note payable
     to its bank.  The note is due November 14, 2007 and accrues  interest at 2%
     above the bank's  current  base rate (6% and 5.25% at December 31, 2002 and
     2001).  The  note is  secured  by the  underlying  building  and the  cross
     guarantee of the two other United Kingdom subsidiaries.

     A summary of the note payable is as follows:

                                         December 31,        December 31,
                                             2002                2001
                                             ----                ----

     Principal                          $        300,883    $       348,273
     Less current maturities                      88,469             77,077
                                        ----------------    ---------------

                                        $        212,414    $       271,196
                                        ================    ===============

     The following summarizes the aggregate maturities of the note payable as of
     December 31, 2002:

     Year ended December 31,
        2003                               $  88,469
        2004                                  91,729
        2005                                  61,715
        2006                                  58,970
                                              ------

                                           $ 300,883
                                           =========

                                                                             15
<PAGE>


                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(7)  Note Payable, Related Party:

     On April 10, 2002, the Company and its parent company agreed to convert the
     long-term note payable,  related party, into shares of the Company's common
     stock.  The note payable was converted into  10,660,679  shares  applying a
     conversion  rate  calculated  as the weighted  average stock price over the
     last 30 trading days, or $ 0.485 per share.


(8)  Income Taxes:

     The Company  accounts for income taxes under the provisions of Statement of
     Financial  Accounting  Standards No. 109,  "Accounting  for Income  Taxes",
     under  which the  liability  method is used to  calculate  deferred  income
     taxes.  Under  this  method,   deferred  tax  assets  and  liabilities  are
     determined based on the differences  between financial reporting and income
     tax basis of assets and  liabilities  and are  measured  using  enacted tax
     rates and laws that will be in effect when the  differences are expected to
     reverse.  The deferred tax  liability at December 31, 2001 and 2000 relates
     to the step up basis of tangible assets acquired.

     The Company does not file  consolidated  tax returns in the United Kingdom.
     December 31, 2000 reflects  refunds and credits received on overpayments in
     previous  years.  No tax expense is due in December 31, 2002 or 2001 due to
     group relief between the related entities under UK taxation rules.

     The provision for income taxes differs from the amount computed by applying
     the U.S. statutory income tax rate as follows:

<TABLE>
<CAPTION>
                                                December 31,    December 31,    December 31,
                                                    2002            2001            2000
                                                -----------     -----------     ------------
<S>                                             <C>              <C>             <C>
     Provision at expected federal
       statutory rate                                 (35)%           (35)%            (35)%
     Loss for which no benefit is available            35              35               35
     Overpayment of taxes in prior years                -               -                5
     Foreign federal and local taxes
       provided on a separate return
       basis at rates lower than
       statutory U.S. federal rate                      -               -               (8)
                                                ----------        --------          --------
                                                     -%                 -%              (3)%
                                                ==========        ========          ========
</TABLE>

                                                                             16
<PAGE>

                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000


(9)  Sale of Subsidiary:

     On April 1, 2001,  the  Company  disposed  of all of the  issued  shares of
     24STORE AS, for (pound)1.00,  or approximately $1.45. Included in the sales
     agreement  is a  guarantee  by the  Company  as to  the  known  losses  and
     liabilities of 24STORE AS. If, within one year, the purchaser discovers the
     losses or  liabilities  as of the date of disposal  were  understated,  the
     Company will make whole the deficiency (unaudited, as of April 10, 2002, no
     deficiency has been claimed by the purchaser).

     Following this  transaction the Company has no further rights,  liabilities
     or  obligations,  aside from the guarantee,  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 was 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 has recorded a gain on
     disposition of $230,322.


(10) Contingencies:

     Parent Company

     On January 28, 2002, the Company's  parent company,  InfiniCom,  applied to
     the  Stockholm  District  Council for  reconstruction  in  accordance  with
     Swedish law, similar to a Chapter 11 filing in the United States bankruptcy
     system.  The parent  company has  restructured  their debt and emerged from
     reconstruction  during  2002.  As a result,  the  parent  company  does not
     currently have the funds to assist in financing the working  capital of the
     Company, nor in financing the reporting requirements of the Company.

     On July  17,  2002,  the  Company,  by way of  redundancy,  terminated  the
     employment  of the  President/Chief  Executive  Officer,  with the Board of
     Directors  ratifying the termination on August 12, 2002. Under the terms of
     the former  President/Chief  Executive Officer's  employment agreement with
     the operating companies, the Company paid six months salary to him upon his
     termination.  The former  President/Chief  Executive  Officer has initiated
     proceedings against the Company,  with a court date set for March 27, 2003.
     The Company is in negotiations on a compromise  agreement,  with settlement
     amount of approximately $72,000 included in accrued expenses.

                                                                             17
<PAGE>


(11)  Selected Quarterly Financial Data (Unaudited):
<TABLE>
<CAPTION>
                                                                2002
                                 --------------------------------------------------------------------
<S>                               <C>               <C>                <C>               <C>
                                     31-Dec            30-Sep             30-Jun           31-Mar

Sales                                $3,479,421         $4,215,707        $5,930,663      $4,972,664
                                 ---------------   ----------------   ---------------    ------------

Gross Margin                           $538,716           $456,403          $490,602        $451,288
                                 ---------------   ----------------   ---------------    ------------

Net Income (Loss)                    ($583,490)          ($98,219)         ($56,509)       ($89,061)
                                 ===============   ================   ===============    ============

Net Income (Loss) per share:            ($0.01)              $0.00             $0.00           $0.00
                                 ===============   ================   ===============    ============

                                                                2001
                                 --------------------------------------------------------------------
                                     31-Dec            30-Sep             30-Jun           31-Mar

Sales                                $4,285,975         $4,808,746        $5,333,934      $7,607,830
                                 ---------------   ----------------   ---------------    ------------

Gross Margin                           $507,240           $544,096          $590,668        $728,221
                                 ---------------   ----------------   ---------------    ------------

Net Income (Loss)                  ($1,311,485)         ($278,096)           $43,619      ($277,009)
                                 ===============   ================   ===============    ============

Net Income (Loss) per share:            ($0.02)              $0.00             $0.00           $0.00
                                 ===============   ================   ===============    ============
</TABLE>


                                                                             18
<PAGE>

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The name,  position  with the Company,  age and tenure of each director and
executive officer are as follows:

        Name                   Age        Position                         Since
        ----                   ---        --------                         -----
        Urban von Euler        47         Director and Chairman
                                            of the Board                   2002
        Larsake Sandin         53         Director                         2000

        Michael Neame          41         President and                    2002
                                          Chief Executive Officer
                                           and Director
        Roger Woodward         57         Chief Financial Officer,         2001
                                          Chief Accounting Officer
                                            and Secretary

     Michael  Neame,  President and Chief  Executive  Officer and Director.  Mr.
Neame came to 24STORE via the  acquisition  of LapLand  (UK) Limited the company
for which he had been Managing  Director since 1991.  Mr. Neame was  responsible
for the Finance and Logistics  operations of the organization  from inception to
date. Prior to LapLand he was Managing Director of Orchid (Europe) Limited,  the
European   subsidiary  of  a  San  Francisco  based   manufacturer  of  computer
peripherals and  motherboards.  Mr. Neame joined Orchid in May 1988 as Financial
Controller,  promotion followed to Financial Director in March 1989 and Managing
Director in October 1989,  with  responsibility  for all European  subsidiaries.
Orchid  Technology was quoted on the London stock market.  Mr. Neame is a Fellow
of the  Chartered  Institute of  Management  Accountants,  having  trained as an
accountant  with a number of Blue Chip UK &  International  companies  including
Sainsbury's, GEC, and ITW Inc.

     Larsake  Sandin,  Director.  Mr.  Sandin  has  approximately  25  years  of
experience in the information technology field as founder,  director and manager
of several  companies in Sweden,  the United Kingdom and the United States.  Mr.
Sandin is currently the Founding Director and a Business  Consultant of Acom CMC
Ltd in  London,  the  Founding  Director  of The  Server  Group  in  Scandinavia
Stockholm,  also located in London,  the CEO and a director of InfiniCom AB, the
majority  shareholder of 24Holdings Inc. From 1976 until 1989, Mr. Sandin served
as Business Manager of AB Programator, a company located in Stockholm. From 1989
until 1991, Mr. Sandin was the Managing Director of Philips Tele & Data Systems,
a subsidiary  of Philips  Norden AB of Stockholm,  in which  capacity Mr. Sandin
accomplished a significant  restructuring of the company.  From 1992 until 1995,
Mr.  Sandin was  employed  by Digital  Equipment  Corporation,  where he was the
Director of Retail  Banking  Worldwide  in Boston,  the  Director  of  Financial
Industry  Expertise Center Europe in London,  and the Director of Retail Banking
Europe in Stockholm.  In addition to his employment  experience,  Mr. Sandin has
been  and  continues  to be a  director  of many  publicly  and  privately  held
companies in Sweden.  In the past,  Mr.  Sandin was the Chairman of the Board of
Philips Radio  Communications  AS, Digital  Equipment  BCFI AB,  Rostvold AS and
Ericsson-Programatic AB.

     Roger  Woodward,  Chief Financial  Officer,  Chief  Accounting  Officer and
Secretary.  Mr.  Woodward came to 24Holdings Inc. via the acquisition of LapLand
(UK) Limited,  where he had been Group  Financial  Controller  since joining the
company in 1997.  Prior to this he held a number of senior  financial  positions
within the manufacturing and service industries. As Financial Controller for the
European subsidiary of ITW Inc., a NYSE-listed multi-national firm, Mr. Woodward
was responsible for annual and monthly  reporting and was a member of the senior
management team. Mr. Woodward attended Kingston  University gaining a Diploma in
Business  Studies  and  he is  also  a  member  of the  Chartered  Institute  of
Management Accountants.

     Urban von Euler,  Director and Chairman of the Board.  Mr. von Euler is the
Chief  Executive  Officer of  Infinicom  AB,  the  majority  shareholder  of the
Company.  Mr. von Euler  joined  Infinicom  in August 2000 and has been  closely
involved  with the Company since then.  Mr. von Euler has long  experience as an
executive manager of several companies both in Sweden and different countries in
Europe as well as in the United  States and has  extensive  marketing  and sales
experience.  Mr. von Euler

                                       -16-
<PAGE>

is presently on the board of directors of several  companies and has specialized
in working with  companies in strong  development,  change of management  and in
turn-around  situations.  Mr. von Euler has a formal  education  and  diploma in
business  administration  and a background in accounting from one of the leading
international  accounting firms in Sweden, where he worked for 6 years. Prior to
joining  Infinicom,  Mr. von Euler was the president and Chief Executive Officer
of a private health care company.

     Each  director  of the  Company  will hold  office  until  such  director's
successor is elected and qualified or until such director's earlier  resignation
or removal.  Each  executive  officer of the Company will hold office until such
officer's  successor is elected and  qualified or until such  officer's  earlier
resignation or removal in accordance with the Company's bylaws.

     There currently exists no arrangement or understanding between any director
or  executive  officer and any other  person  pursuant to which the  director or
executive  officer  was or is to be selected  as such.  No family  relationships
exist between any current or prospective executive officer or director.

     During the last five (5) years, no director or officer of the Company has:

     (1)  had any bankruptcy  petition filed by or against any business of which
          such person was a general  partner or executive  officer either at the
          time of the bankruptcy or within two (2) years prior to that time;

     (2)  been  convicted  in a criminal  proceeding  or is subject to a pending
          criminal proceeding;

     (3)  been  subject  to any order,  judgment  or  decree,  not  subsequently
          reversed, suspended or vacated, of any court of competent jurisdiction
          permanently or temporarily  enjoining such person from  participating,
          or otherwise  limiting such person's  right to engage,  in any type of
          business, securities or banking activities;

     (4)  been  subject  to any order,  judgment  or  decree,  not  subsequently
          reversed,  suspended  or vacated,  of any  federal or state  authority
          barring or  suspending  such person from  participating,  or otherwise
          limiting for more than 60 days such person's  right to engage,  in any
          type of securities or banking activities; or

     (5)  been found by a court of competent  jurisdiction in a civil action, by
          the Commission or by the Commodity Futures Trading  Commission to have
          violated a federal or state  securities  law or a federal  commodities
          law, and the judgment or finding has not been  subsequently  reversed,
          suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the directors and executive officers of the Company and persons who beneficially
own more than ten  percent of the  Company's  Common  Stock  (collectively,  the
"Reporting  Persons")  to report  their  ownership  of and  transactions  in the
Company's   Common  Stock  to  the  Securities  and  Exchange   Commission  (the
"Commission").  Copies of these  reports are also required to be supplied to the
Company. To the Company's knowledge,  during the fiscal year ending December 31,
2002 the Reporting Persons complied with all applicable  Section 16(a) reporting
requirements,  except that  InfiniCom AB has not yet filed a report on Form 4 to
reflect its right to receive 10,660,679 newly issued shares of Common Stock (see
ITEM 13 below).

                                      -17-
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION.

Summary Compensation Table

     The  following  table  sets  forth  compensation  earned,  whether  paid or
deferred,  during the fiscal years ended December 31, 2002, 2001 and 2000 by the
Company's  Chief  Executive  Officer and the  Executive  Officers of the Company
whose compensation was $100,000 or greater during the fiscal year ended December
31, 2002.

<TABLE>
<CAPTION>
                                                    Annual
                                                 Compensation         Long-Term Compensation

                                                                     Restricted    Securities         All Other
                       Principal                Salary      Bonus       Stock      Underlying       Compensation
Name                   Position        Year       ($)        ($)     Awards ($)    Options (#)           ($)
-----------------------------------------------------------------------------------------------------------------
<S>                  <C>               <C>    <C>         <C>          <C>             <C>          <C>
Michael Neame (1)   President and      2002  $ 142,500    $  --        $  --            --          $ 18,000
                    Chief Executive    2001  $ 137,085    $  --        $  --            --          $ 17,316
                    Officer            2000  $ 147,465    $  --        $  --            --          $ 18,627

Martin Clarke       President and      2002 $   90,324(2)  $  --       $  --            --          $ 90,000(3)
                    Chief Executive    2001  $ 137,085    $  --        $  --            --          $ 18,502
                    Officer            2000  $ 149,465    $  --        $  --            --          $ 18,627
</TABLE>

(1)  Mr. Neame was  appointed as President  and Chief  Executive  Officer of the
     Company on August 12, 2002.

(2)  On July  17,  2002,  the  Company,  by way of  redundancy,  terminated  the
     employment  of Mr.  Clarke,  with the  Board  of  Directors  ratifying  the
     termination on August 12, 2002. In addition to Mr.  Clarke's salary through
     July 17, 2002,  under the terms of Mr. Clarke's  employment  agreement with
     the operating  companies,  the Company paid six months' salary ($42,825) to
     him  upon  his  termination.   the  Company  agreed  to  payments  totaling
     approximately $72,000 to be paid no later than April 20, 2003.

(3)  Consisting of the following amounts: Pension Benefits of $18,000, Statutory
     Redundancy  Pay of $4,500 and  Settlement  Payment of $67,500 (see footnote
     (2) above)

Option Grants in Last Fiscal Year

     The Company did not grant any options during the last fiscal year.

ITEM 12. BENEFICIAL  OWNERSHIP OF COMMON STOCK BY CERTAIN  BENEFICIAL OWNERS AND
         MANAGEMENT.

     The  following  table  sets  forth  information,  as  of  March  31,  2003,
concerning  the  Common  Stock of the  Company  beneficially  owned  (i) by each
director and each Named Executive Officer of the Company,  (ii) by all directors
and executive  officers of the Company as a group and (iii) by each  stockholder
known  by  the  Company  to be the  beneficial  owner  of  more  than  5% of the
outstanding  Common  Stock.  Other  than the  shares  which may be  acquired  by
InfiniCom AB (see footnote 1 of the table), the beneficial owners named have, to
the knowledge of the Company,  sole voting and dispositive power with respect to
the  shares  beneficially  owned,  subject  to  community  property  laws  where
applicable.


                                      -18-
<PAGE>

                                                          Beneficially Owned
         Name and Address                             Shares             Percent
                                                      ------             -------
         InfiniCom AB (publ)
         Karlaplan 2
         114 60 Stockholm
         Sweden.................................   86,665,136(1)            90.1

         Larsake Sandin
         Frensham Court, Summerfield Lane
         Surrey GU10 3AN
         England................................            0                0

         Martin Clarke
         Kingston
         Reading Road North
         Fleet
         Hampshire
         GU13 8RR
         United Kingdom.........................            0                0

         Michael Neame
         21 Archery Fields
         Odiham
         Hook
         Hampshire
         RG29 1AE
         United Kingdom.........................    1,238,363                1.4

         Urban von Euler
         Valhallavagen 108
         Stockholm
         Sweden.................................            0                0

         Roger Woodward
         Zennor
         Cherry Tree Walk
         Rowledge
         Farnham
         Surrey
         GU10 4AD
         United Kingdom.........................            0                0

         All executive officers and directors as
         a group (5 persons)....................    1,238,363                1.4

     (1)  Includes the right of  InfiniCom  AB to acquire  10,660,679  shares of
Common Stock under a Capital  Contribution  Agreement with the Company (see ITEM
13 below).

     The Company currently maintains no equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On April 10, 2002, the Company and InfiniCom AB, the Company's  parent,  entered
into a  Capital  Contribution  Agreement  pursuant  to  which  the  Company  and
InfiniCom  agreed to convert a note  payable by the Company to  InfiniCom in the
amount of  $517,043  into  Common  Stock of the  Company.  The note  payable was
converted into  InfiniCom's  right to receive  10,660,679 newly issued shares of
Common Stock,  applying a conversion  rate  calculated  as the weighted  average
stock price over the prior 30 trading  days,  or $0.0485 per share.  As of March
31, 2003, the shares had not yet been issued.

                                      -19-
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. Within 90 days prior to the date of
this report, the Company's Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of these controls and procedures. Based on the
evaluation, which disclosed no significant deficiencies or material weaknesses,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective. There were no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls subsequent to the evaluation.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  Financial Statements and Financial Statement Schedules

     (1)  Financial Statements

          The financial statements listed below and included under Item 8, are
          filed as part of this report.

          Consolidated Financial Statements of 24Holdings Inc.

          (i)       Independent Auditors' Report

          (ii)      Consolidated Balance Sheet at December 31, 2002 and December
                    31, 2001

          (iii)     Consolidated Statement of Income (Operations) for each of
                    the three years ended December 31, 2002

          (iv)      Consolidated Statement of Shareholders' Equity (Deficit) for
                    each of the three years ended December 31, 2002

          (v)       Consolidated Statement of Cash Flows for each of the three
                    years ended December 31, 2002

          (vi)      Notes to the Consolidated Financial Statements

     (2)  Financial Statement Schedules

          All schedules have been omitted because either they are not
          applicable, not required or because the information required is
          included in the consolidated financial statements, including the notes
          thereto.

(b)  Exhibits


Exhibit Number           Description
--------------           -----------

     2.1                 Second Amended Plan of Reorganization of Scoop, Inc.
                         (Filed as Exhibit 2.1 to the Company's Current Report
                         on Form 8-K (filed April 5, 2000) and incorporated
                         herein by this reference).

     2.2                 Stock Purchase Agreement, dated as of April 23, 1999,
                         between InfiniCom AB and Scoop, Inc. (Filed as Exhibit
                         2.2 to the Company's Current Report on Form 8-K (filed
                         April 5, 2000) and incorporated herein by this
                         reference).

     2.3                 Agreement, dated as of November 1, 1999, between
                         InfiniCom AB and Scoop, Inc. (Filed as Exhibit 2.3 to
                         the Company's Current Report on Form 8-K (filed April
                         5, 2000) and incorporated herein by this reference).

                                      -20-
<PAGE>

Exhibit Number           Description
--------------           -----------

     2.4                 Agreement on the Transfer of Shares dated March 29,
                         2001 between 24STORE (Europe) Limited and Compo Consult
                         AS (English Translation) (Filed as Exhibit 2.4 to the
                         Company's Annual Report on Form 10-K for the Period
                         Ended December 31, 2001 (filed April 16, 2002) and
                         incorporated herein by this reference).

     3.1                 Certificate of Incorporation of the Company (Filed as
                         Exhibit 3.1 to the Company's Annual Report on Form 10-K
                         for the Period Ended December 31, 2000 (filed April 13,
                         2001) and incorporated herein by this reference).

     3.2                 Certificate of Amendment of the Certificate of
                         Incorporation of the Company dated October 20, 1999
                         (Filed as Exhibit 3.2 to the Company's Annual Report on
                         Form 10-K for the Period Ended December 31, 2000 (filed
                         April 13, 2001) and incorporated herein by this
                         reference).

     3.3                 Certificate of Amendment of the Certificate of
                         Incorporation of the Company dated April 1, 2001 (Filed
                         as Exhibit 3.3 to the Company's Annual Report on Form
                         10-K for the Period Ended December 31, 2000 (filed
                         April 13, 2001) and incorporated herein by this
                         reference).

     3.4                 Bylaws of the Company (Filed as Exhibit 3.3 to the
                         Company's Annual Report on Form 10-K for the Period
                         Ended December 31, 1999 (filed February 21, 2001) and
                         incorporated herein by this reference).

     3.5                 Certificate of Amendment of the Bylaws of the Company
                         (Filed as Exhibit 3.4 to the Company's Annual Report on
                         Form 10-K for the Period Ended December 31, 1999 (filed
                         February 21, 2001) and incorporated herein by this
                         reference).

     4.1                 Form of Common Stock Certificate (Filed as Exhibit 4.1
                         to the Company's Registration Statement on Form SB-2
                         (Registration No. 333-15129) and incorporated herein by
                         this reference).

     10.1                Service Agreement dated May 6, 1999 between 24STORE
                         Limited and Martin Clarke (Filed as Exhibit 10.1 to the
                         Company's Annual Report on Form 10-K for the Period
                         Ended December 31, 1999 (filed February 21, 2001) and
                         incorporated herein by this reference).

     10.2                Service Agreement dated May 6, 1999 between 24STORE
                         Limited and Michael John Neame (Filed as Exhibit 10.2
                         to the Company's Annual Report on Form 10-K for the
                         Period Ended December 31, 1999 (filed February 21,
                         2001) and incorporated herein by this reference).

     10.3                Invoice Discounting Agreement dated October 10, 1996
                         between Mobile Planet Limited and Lombard Natwest
                         Discounting Limited (Filed as Exhibit 10.4 to the
                         Company's Annual Report on Form 10-K for the Period
                         Ended December 31, 1999 (filed February 21, 2001) and
                         incorporated herein by this reference).

     10.4                Invoice Discounting Agreement dated October 10, 1996
                         between Lapland U.K. Limited and Lombard Natwest
                         Discounting Limited (Filed as Exhibit 10.5 to the
                         Company's Annual Report on Form 10-K for the Period
                         Ended December 31, 1999 (filed February 21, 2001) and
                         incorporated herein by this reference).

     10.5                Advice of Borrowing Terms dated September 25, 1997
                         between National Westminster Bank PLC and Cyberia (UK)
                         Limited (Filed as Exhibit 10.6 to the Company's Annual
                         Report on Form 10-K for the Period Ended December 31,
                         1999 (filed February 21, 2001) and incorporated herein
                         by this reference).

     10.6                Deed of Subscription, Amendment and Release dated March
                         31, 2000 among Michael John Neame, Martin Clarke,
                         24STORE.com Limited, InfiniCom AB and Scoop, Inc.
                         (Filed as Exhibit 10.1 to the Company's Quarterly
                         Report on Form 10-Q for the Period Ended March 31, 2000
                         (filed March 6, 2001) and incorporated herein by this
                         reference).

     10.7                Subscription Agreement dated March 31, 2000 between
                         InfiniCom AB and Scoop, Inc. (Filed as Exhibit 10.2 to
                         the Company's Quarterly Report on Form 10-Q for the
                         Period Ended March 31, 2000 (filed March 6, 2001) and
                         incorporated herein by this reference).

                                      -21-
<PAGE>

Exhibit Number           Description
--------------           -----------

     10.8                Subscription Agreement dated March 31, 2000 between
                         Michael John Neame and Scoop, Inc. (Filed as Exhibit
                         10.3 to the Company's Quarterly Report on Form 10-Q for
                         the Period Ended March 31, 2000 (filed March 6, 2001)
                         and incorporated herein by this reference).

     10.9                Subscription Agreement dated March 31, 2000 between
                         Martin Clarke and Scoop, Inc. (Filed as Exhibit 10.4 to
                         the Company's Quarterly Report on Form 10-Q for the
                         Period Ended March 31, 2000 (filed March 6, 2001) and
                         incorporated herein by this reference).

     10.10               Capital Contribution Agreement dated April 10, 2002
                         between InfiniCom AB (publ) and 24Holdings Inc. (Filed
                         as Exhibit 10.10 to the Company's Annual Report on Form
                         10-K for the Period Ended December 31, 2001 (filed
                         April 16, 2002) and incorporated herein by this
                         reference).

     10.11*              Agreement dated March 21, 2003 among Lapland UK Ltd.,
                         Mobile Planet Ltd., Cyberia (UK) Ltd., 24Holdings Inc.,
                         Michael Neame, Larsake Sandin, Lennart Orkan, Roger
                         Woodward, Urban von Ueler, Akbar Seddigh, 24Store
                         (Europe) Ltd. and Martin Clarke.

     21*                 List of Subsidiaries of the Company.

     99.1*               Chief Executive Officer Certification pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002.

     99.2*               Chief Financial Officer Certification pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002.

* filed or furnished with this report

(c)  Current Reports on Form 8-K

     None.

                                      -22-
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of Section  13 or 15 (d) 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.

24HOLDINGS INC.


By: /s/ Michael Neame
   ------------------------
    Name:     Michael Neame
    Title:    President and
              Chief Executive Officer

Date:  April 15, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


By: /s/ Michael Neame
   ------------------------
    Name:     Michael Neame
    Title:    President, Chief Executive
              Officer and Director

By: /s/ Roger Woodward
   ------------------------
   Name:     Roger Woodward
   Title:    Chief Financial Officer
             (Principal Accounting Officer)

By: /s/ Larsake Sandin
   ------------------------
   Name:     Larsake Sandin
   Title:    Director

By:   /s/ Urban von Euler
   ------------------------
   Name:     Urban von Euler
   Title:    Director

<PAGE>

                                 CERTIFICATIONS

I, Michael Neame, certify that:

1. I have reviewed this annual report on Form 10-K of 24Holdings Inc.;

2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 15, 2003



By: /s/Michael Neame
   --------------------------
   Name:     Michael Neame
   Title:    President and
             Chief Executive Officer


                                      -24-
<PAGE>

                                 CERTIFICATIONS

I, Roger Woodward, certify that:

1. I have reviewed this annual report on Form 10-K of 24Holdings Inc.;

2. Based on my knowledge, this annual 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 annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 15, 2003



By:  /s/ Roger Woodward
   --------------------------------------
   Name:   Roger Woodward
   Title:  Chief Financial Officer
           (Principal Accounting Officer)


                                      -25-