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, 2000

                                       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)

                         (Formerly known as Scoop, Inc.)

        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) had 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 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 6, 2001:  $1,030,487.  The amount  shown is based on the
closing  price  of the  registrant's  Common  Stock  on the  National  Quotation
Bureau's  Pink  Sheets  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 12b-2 under the Securities Exchange Act of 1934.

              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 April 6, 2001: 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 1990.  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.

During 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.

As previously  reported by the Company in its Quarterly Report on Form 10QSB for
the quarterly  period ended June 30, 1998 (filed  August 14, 1998),  on July 31,
1998 the Company filed a voluntary  petition  commencing a case under Chapter 11
of the United States  Bankruptcy Code in the United States  Bankruptcy Court for
the  Central  District of  California  (the  "Bankruptcy  Court") as Case No. SA
98-20799 RA.

As of December 7, 1999, in accordance with a Plan of Reorganization  approved by
the Bankruptcy Court, InfiniCom AB, a company registered in Sweden, had acquired
a total of  60,783,219  shares  of  Common  Stock of the  Company  (representing
approximately  90% 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. The Company believes that
the new name is more  appropriate for the Company's  present  operations,  which
consist  solely of the  ownership of 24STORE.  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    LapLand (UK) 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 mobile  computing
     and  related  products,  sourced  from major  computer  manufacturers.  The
     business is generated from an active  telesales  team,  working on inquires
     from the existing customer base,  regular  advertising in national computer
     magazines, and from the company's web site, www.lapland.co.uk.

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  same
     facility as LapLand (UK) Limited,  the business  generates revenues from an
     established base of trade accounts.

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.  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 is based on a
combination of these three sales methods.

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.  The
domain names can each be categorized  under a number of key areas; some of these
domains, together with their respective services categories, are listed below:


         Retail                Services          Media          Finance
         ------                --------          -----          -------

         24STORE.COM           24SOLUTIONS.COM   24MEDIA.COM    24FINANCE.COM
         24SHOPPING.COM        24SUPPORT.COM     24RADIO.COM    24BANK.COM
         24MOBILE.COM          24HELP.COM        24TV.COM       24BID.COM
         24FASHION.COM         24OFFICE.COM      24DAILY.COM    24CASH.COM
         24WINE.COM            24PEOPLE.COM      24CHAT.COM     24LOAN.COM
         24BOOKS.COM           24SERVICES.COM    24MAIL.COM     24TRADING.COM


Using these domain names, the Company's strategy is to:

o    Expand its retail and product supply  operations by organic and acquisitive
     growth  into  new  product  categories  and new  geographies.  The  Company
     currently supplies primarily computing and electronic products but believes
     that  organic  growth  can  be  achieved  by  utilizing  existing  supplier
     relationships to move into new product categories. The Company will look to
     acquire synergistic businesses to move into more diverse product categories
     and new geographies.

o    Develop service, support and solutions based businesses around the relevant
     "24" domain names. The Company  envisages that its initial ventures will be
     in information technology consulting where it intends to maximize synergies
     with  its  majority  shareholder  InfiniCom  AB,  which  owns a  number  of
     consulting  companies in IT security,  systems  integration,  logistics and
     e-commerce  sectors.  In the longer term the  Company  intends to move into
     other service and support businesses.

o    Look to  maximize  the value of the  domains  in the  media  and  financial
     services sectors. Where the Company has limited relevant experience it will
     explore joint venture or licensing opportunities.

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
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.

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, 2001 the Company employed a total of 44 persons, including 24 in
sales and  marketing,  10 in  operations  and 10 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.

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

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

                  March 31, 2001         $0.8750           $0.0625

                  December 31, 2000      $1.5000           $0.0630
                  September 30, 2000     $1.3750           $0.5000
                  June 30, 2000          $2.6500           $0.6260
                  March 31, 2000         $3.6800           $0.8750

                  December 31, 1999      $1.6200           $0.6880
                  September 30, 1999     $1.3700           $0.5000
                  June 30, 1999          $0.5000           $2.0380
                  March 31, 1999         $0.9690           $0.4630

     On April 6, 2001 the last  reported  sales price for the  Company's  Common
Stock on the National Quotation Bureau's Pink Sheets was $0.125 per share.

     As of April 6, 2001, there were 189 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,  2000 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."

<TABLE>

<CAPTION>
                                                                       Year Ended December 31,
                                                   2000            1999            1998            1997           1996
                                              ---------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>            <C>

Revenue                                       $  28,058,566    $ 22,070,173    $ 5,453,410     $ 4,102,762    $ 3,158,982

Operating Income/(Loss)                       $  (1,621,200)   $ (4,921,367)   $   130,993     $   162,882    $     9,119

Net Income/Loss                               $  (1,823,162)   $ (5,626,018)   $   112,774     $   107,791    $    (2.960)

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

Weighted average number of shares outstanding    81,241,503      64,703,528     60,783,219      60,783,219     60,783,219

Working capital (deficit)                     $    (884,270)   $ (8,146,694)   $    65,794     $  $110,708    $     8,714

Total Assets                                  $  10,456,258    $ 11,942,175    $ 1,012,940     $   748,961    $   814,800

Long-Term Debt                                $     381,396    $  2,261,520    $         -     $         -    $         -

Total Shareholders equity (deficit)           $   2,431,526    $ (5,579,076)   $   138,739     $   117,495    $    19,461

</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 has been
assigned to the assets and  liabilities of the acquired  company,  as it emerged
from a bankruptcy plan of  reorganization.  Proforma operating results as if the
acquisition  had  taken  place  at the  beginning  of the  period  have not been
presented as there are no operations of the acquiree. The financial position and
results  of  operations  of  the  acquiree  are  included  in  the  consolidated
statements of the Company.

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 holding company. On April 9, 1999,
24STORE  entered into a Share Purchase  Agreement,  whereby it acquired from its
parent company  several  companies  registered in Sweden and Norway.  All of the
Swedish entities either entered  bankruptcy or ceased  operations soon after the
transfer. The Norwegian entity, as the only ongoing concern, has been 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").

Reorganization

On April 9, 1999,  24STORE and its parent company,  InfiniCom AB, entered into a
share purchase agreement, whereby 24STORE received all the outstanding shares of
several of  InfiniCom's  subsidiaries,  in exchange for  9,999,980  newly issued
shares of 24STORE and a note payable of $2,368,000.  The transaction was treated
as a reorganization,  with the transfer of assets and liabilities  accounted for
at  historical  cost,  after  adjustment  to US  generally  accepted  accounting
principles,  in a manner similar to that in pooling of interests accounting,  in
accordance  with APB 16 paragraph 5. The historical  costs  transferred  include
goodwill of approximately $2,312,960,  which had been recognized upon the parent
company's original acquisition of the transferred subsidiaries. Included in this
transaction  24STORE  issued a note payable to InfiniCom for  $1,581,000 for the
costs incurred in the development of certain  software by one of the transferred
subsidiaries.  These costs were expensed as research and development  during the
year ended December 31, 1999.

Acquisitions

On May 6, 1999, 24STORE purchased all the issued ordinary shares of Lapland U.K.
Limited,  Mobile  Planet and Cyberia (UK)  Limited,  each of which are companies
incorporated  in England  (collectively,  the "UK Group"),  in a share  purchase
agreement with the  shareholders of the acquired  companies.  The three acquired
entities were each owned by the same two  shareholders,  unrelated to 24STORE or
its parent  company.  As a part of the  acquisition,  24STORE  received  all the
outstanding  shares of stock of the three companies,  for  consideration of cash
and  notes  of  approximately  $3,420,000  and  700,000  shares  of  InfiniCom's
outstanding shares.

The  acquisition has been accounted for using the purchase method of accounting,
and  accordingly,  the  acquisition  cost of  approximately  $4,760,000 has been
allocated to the assets acquired and  liabilities  assumed based on estimates of
their fair value. A total of approximately  $3,616,000,  representing the excess
of acquisition  costs over the fair value of the UK Group's tangible net assets,
has been allocated to goodwill and is being amortized over 5 years.

Debt Restructuring

On May 6, 1999,  Michael Neame  ("Neame") and Martin Clarke  ("Clarke")  sold to
24STORE 100% of the outstanding capital stock of each of the UK Group companies.
In  connection  with,  and as partial  consideration  for, the  foregoing  sale,
InfiniCom  issued a  promissory  note in favor of Neame  and  Clarke  which  was
secured by a lien on the shares of LapLand, Mobile Planet and Cyberia.

On March 31, 2000, the Company,  InfiniCom,  24STORE, Neame and Clarke agreed to
restructure the foregoing debt, along with certain other  intercompany debt then
outstanding  between  InfiniCom and 24STORE.  To effect the  restructuring,  the
Company  issued to each of Neame and Clarke  4,953,455  shares of the  Company's
Common  Stock and  24STORE  paid to each of Neame and  Clarke the sum of 425,753
Pounds  Sterling in cash in  consideration  for which (i) 24STORE  issued to the
Company  4,200,000  additional  shares of its  capital  stock and (ii) Neame and
Clarke  released and  discharged  the  obligations of 24STORE owed by 24STORE to
Neame and Clarke  pursuant  to a Loan Note  Instrument  executed  by 24STORE and
InfiniCom  dated 6 May 1999.  The Company  also  assumed from 24STORE all of the
obligations  of  24STORE  under (a) a Loan Note  issued by  24STORE  in favor of
InfiniCom dated 9 April 1999 in the principal  amount of $2,368,000,  (b) a Loan
Note issued by 24STORE in favor of InfiniCom dated 9 April 1999 in the principal
amount of  $1,581,000,  (c) a Loan Note issued by 24STORE in favor of  InfiniCom
dated 6 May 1999 in the principal amount of 16,300,000 SEK and (d) certain other
debt  obligations  ((a),  (b),  (c)  and  (d)  above  collectively,   the  "Debt
Obligations")  in  consideration  for which  24STORE  issued to the  Corporation
16,142,972  additional  shares of its capital  stock.  Following  the  foregoing
assumptions,  InfiniCom  released and  discharged  amounts  (including,  without
limitation,  principal  and  interest)  owing  under  the  Debt  Obligations  in
consideration for which the Company issued to InfiniCom  7,819,217 shares of its
Common Stock.

Also as a part of the restructuring,  (x) InfiniCom subscribed for and purchased
965,132  newly issued  shares of Common  Stock of the Company at a  subscription
price of $1.938  per  share and (y) the  Company  subscribed  for and  purchased
4,308,580 shares of the capital stock of 24STORE at a subscription price of 0.25
Pound  Sterling  per share  (equivalent  to an aggregate  subscription  price of
$1,695,426).

Sale of Norwegian Subsidiary

In order to dispose of  operations  that had become  unprofitable,  24STORE  and
Compo Consult AS, a Norwegian  company,  entered into a Share Purchase Agreement
dated March 29, 2001 pursuant to which 24STORE  agreed to sell and Compo Consult
AS agreed to purchase all of the  outstanding  stock of the Company's  Norwegian
subsidiary,  24STORE AS, for a total  consideration  of 1.00 Pound Sterling,  or
approximately  $1.45 (the  "Disposal").  In addition,  24STORE  agreed to make a
payment of 55,000 Swedish  Kronor,  or  approximately  $5,500,  to a creditor of
24STORE AS for the creditor's  agreement to reduce its claim against 24STORE AS.
The sale of 24STORE AS did not include the rights to the "24STORE" name, and the
Company believes that 24STORE AS will be renamed  CompoData AS. The Disposal was
consummated  on April 1, 2001. In the year ended  December 31, 2000,  24STORE AS
incurred  losses of  $360,380,  and due to low levels of demand the business had
continued to be  loss-making  in 2001.  As of December 31, 2000,  24STORE AS had
negative  stockholders equity of $164,007. The decision to sell 24STORE AS for a
nominal sum was made to prevent any further losses and liability to the Company.

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, 2000,
1999  and  1998.  The  operating  results  in any  periods  are not  necessarily
indicative of the results to be expected for any future period.

                                                  YEAR ENDED DECEMBER 31
                                                  ----------------------
                                          2000            1999             1998
                                          ----            ----             ----

Net sales                                100.0%          100.0%           100.0%
Cost of sales                             89.4%           87.6%            80.6%
  Gross profit                            10.6%           12.4%            19.4%
Operating expenses:
  Selling general and administrative      13.7%           21.9%            17.0%
  Goodwill amortization                    2.7%            3.8%
  Impairment loss on investments                           9.0%
    Total operating expenses              16.4%           34.7%            17.0%
                                         -----           -----            -----
Net Income (Loss) from operations         (5.8)%         (22.3)%            2.4%
Net Interest expense                       1.0%            2.7%             0.0%
Loss before provision for income taxes    (6.7)%         (25.0)%            2.4%
Provision for income taxes                (0.2)%           0.5%             0.3%
Net Income (Loss)                         (6.5)%         (25.5)%            2.1%


       COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

Net Sales -- Net  sales for  the  years ended December 31,  2000, 1999, and 1998
were as follows:


                                               YEAR ENDED DECEMBER 31
                                               ----------------------

                                       2000            1999             1998
                                       ----            ----             ----

Net sales                           $28,058,566     $22,070,173      $5,453,410
% increase from                           27.1%          304.7%           35.1%
  the previous year

Net sales for the years ended December 31, 2000,  1999 and 1998 were all derived
from operations in Europe. The increase in net sales for the year ended December
31,  2000 is a result of a full  year's  results  from the UK Group and  organic
sales growth.  The increase in net sales for the year ended December 31, 1999 is
a  result  of the  acquisition  of the UK  Group,  and the  inclusion  of  their
operations in the consolidated  financial  statements.  The UK Group's net sales
for the period from  acquisition to December 31, 1999 amounted to  approximately
$16,086,000.

Gross  Profit -- Gross  profit for the years  ended December 31, 2000,  1999 and
1998 were as follows:

                                               YEAR ENDED DECEMBER 31
                                               ----------------------

                                       2000            1999             1998
                                       ----            ----             ----

Gross profit                        $2,981,942      $2,750,669       $1,061,596
% increase from                           8.4%          159.1%            26.4%
  the previous year
Gross margin                             10.6%           12.4%            19.4%


Gross profit consists of net sales less the cost of sales, which consists of the
cost of  merchandise  sold to  customers.  Gross  profits  for the  years  ended
December 31, 2000,  1999 and 1998 have increased over the previous year due to a
higher level of sales.  Gross  margins have reduced in the years ended  December
31, 2000 and 1999  reflecting  the lower gross margins of the UK Group,  and the
competitive pricing conditions in the market.

Selling,   General  and   Administrative   Expenses  --  Selling,   general  and
administrative ("SG&A") expenses for the years ended December 31, 2000, 1999 and
1998 were as follows:

                                               YEAR ENDED DECEMBER 31
                                               ----------------------

                                         2000            1999            1998
                                         ----            ----            ----
Selling, general and administrative    $3,839,728      $4,826,875       $930,603
% increase from the previous year         (20.5)%          418.7%          37.5%
% of net sales                              13.7%           21.9%          17.0%


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 .
SG&A  expenses for the year ended  December 31, 1999  increased  418.7% from the
year  before to  $4,826,875.  The  increase in SG&A for the 1999 fiscal year was
primarily  attributable  to the  inclusion of the SG&A expenses of the UK Group,
the legal and  accounting  fees and costs  involved  in the  reorganization  and
reverse  merger  between the Company and 24STORE,  and Research and  Development
expenditure related to the Company's web sites incurred in the Company's Swedish
subsidiaries. SG&A expenses for the year ended December 31, 1998 increased 37.5%
from the year before to $930,603.  The increase in SG&A for the 1998 fiscal year
was primarily attributable to an increase in marketing expenses.

Goodwill  Amortization -- Goodwill  amortization for the year ended December 31,
2000 was $763,414,  a reduction of 9% from the previous year.  This reduction in
goodwill  amortization reflects 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.  Goodwill  amortization  for the year  ended  December  31,  1999 was
$839,087.  The 1999 goodwill charge is attributable to the acquisition of the UK
Group. It is likely that the Company's  business will continue to expand through
acquisitions,   which  would  cause  the  amortization  of  goodwill  and  other
intangibles to increase.  There was no goodwill  amortization for the year ended
December 31, 1998.

Interest  Expenses -- Interest  expenses,  net of interest  income for the years
ended December 31, 2000, 1999 and 1998 were as follows:


                                                YEAR ENDED DECEMBER 31
                                                ----------------------

                                          2000           1999          1998
                                          ----           ----          ----
Interest income                        $ 14,364       $ 17,660       $ 10,660
% change from the previous year         (18.6)%          65.7%         155.3%
Interest expenses                      $284,350       $617,231       $ 11,899
% change from the previous year         (53.9)%        5087.3%        (31.4)%


Interest income represents interest received on cash deposits. Interest expenses
include interest payable on bank overdrafts,  mortgages,  receivables  financing
arrangements,  and other loans.  The reduction in interest  expenses in the year
ended December 31, 2000 is primarily  attributable  to the reduction of interest
charges payable on loan notes due to related parties which were settled on March
31, 2000 (see "Debt Restructuring"  above). The increase in interest expenses in
the year ended December 31, 1999 is primarily attributable to the acquisition of
the UK Group  which  has a bank loan and  operates  with  receivables  financing
arrangements,  and interest on loan notes due to related  parties as a result of
the  reorganization  and  acquisitions.  See  discussion  in "Item 13 -  Certain
Relationships and Related Transactions."

Income Taxes -- Income taxes,  for the years ended  December 31, 2000,  1999 and
1998 were as follows:

                                                 YEAR ENDED DECEMBER 31
                                                 ----------------------

                                           2000          1999              1998
                                           ----          ----              ----
Income taxes                            $(68,024)      $105,080          $16,980


Income  taxes for the years ended  December  31, 1999 and 1998  represent  taxes
payable on profits of the operating subsidiaries.  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, 2000 were  $2,261,181  compared to
$1,860,445  as of December 31, 1999.  The reduction in cash at December 31, 2000
is primarily  attributable to the cash provided by financing activities,  offset
by a reduction  in  borrowings  against  the  revolving  line of credit  against
eligible receivables in the United Kingdom operating  subsidiaries,  and funding
of the loss for the year before depreciation and amortization of goodwill.

Net cash used by operating  activities was $688,058 in 2000 compared to net cash
provided by operating  activities of $1,704,538 in 1999 and net cash provided by
operating activities of $84,513 in 1998.

As of December  31, 2000 the Company had a working  capital  deficit of $884,270
compared to a working  capital deficit of $8,146,694 as of December 31, 1999. As
of December 31, 2000 included in current  assets were cash and cash  equivalents
of $2,261,181 and receivables,  net, expected to be collected within one year of
$3,464,412.

Cash provided by investing  activities  was $6,700 in 2000,  compared to $86,622
used by investing  activities  in 1999,  and $15,738 cash  provided by investing
activities in 1998.  The Company also issued  $8,008,441 in shares of its common
stock in a  non-cash  transaction  to  satisfy  debt (see  "Debt  Restructuring"
above).

The change in working capital,  and the cash provided by investing and financing
activities  is primarily  attributable  to the  reorganization  that occurred on
March 24, 2000. See discussion in "Part II, Item 5 - Other  Information"  of the
Company's quarterly report on Form 10-Q for the quarterly period ended March 31,
2000, filed with the Securities and Exchange Commission.

Previous  to its  acquisition  of the UK Group in May 1999,  the Company did not
have any credit  facilities,  and was financed  totally by operations,  or loans
from its parent company. Also previous to the acquisitions which occurred in the
year ended  December  31,  1999  (discussed  below) the Company did not have any
major indebtedness to outside sources.

In its United  Kingdom  operating  subsidiaries  the Company has (1) a revolving
line of credit based on 70% of eligible  receivables and (2) a ten year mortgage
expiring in 2008, secured by 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%.

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 amounts or on acceptable terms, if at all.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998,  the United Stated  Financial  Accounting  Standards  Board (FASB)
issued  SFAS  No.  133,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities,"  effective  for fiscal years  beginning  after June 15,  1999.  The
Company anticipates that due to its limited use of derivative  instruments,  the
adoption  of SFAS  No.  133 will not have a  material  effect  on its  financial
statements.

In December  1999, the Securities  and Exchange  Commission  (the  "Commission")
issued Staff  Accounting  Bulletin  No. 101,  Revenue  Recognition  in Financial
Statements,  which is to be applied  beginning with the fourth fiscal quarter of
fiscal years beginning after December 15, 1999, to provide  guidance  related to
recognizing  revenue  in  circumstances  in  which  no  specific   authoritative
literature  exists.  The  Company  is  reviewing  the  application  of the Staff
Accounting  Bulletin  to  the  Company's  financial  statements.   However,  any
potential  accounting changes are not expected to result in a material change in
the amount of revenues we ultimately expect to realize.

In March 2000,  the  Financial  Accounting  Standards  Board (FASB)  issued FASB
Interpretation No. 44 (Interpretation  44), "Accounting for Certain Transactions
Involving  Stock  Compensation."  Interpretation  44 provides  criteria  for the
recognition  of  compensation   expense  in  certain  stock-based   compensation
arrangements  that are  accounted for under APB Opinion No. 25,  Accounting  for
Stock-Based  Compensation.  Interpretation  44 is effective  July 1, 2000,  with
certain  provisions  that are effective  retroactively  to December 15, 1998 and
January 12, 2000. The adoption of this statement did not have a material  impact
on the Company's financial position, results of operations or liquidity.

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.

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  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.

Limited Operating History

The Company has a limited  operating  history on which to base an  evaluation of
its  business  and  prospects.  Accordingly,  the  Company's  prospects  must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered by early stage companies in new and rapidly evolving markets such as
computer and electronic  products and online commerce.  Because of the Company's
limited  operating  history,  it is difficult to assess whether the Company will
succeed at executing on its business  strategy,  managing growth, and addressing
the market risks that it faces in a rapidly developing market.

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. 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
could have a  material  adverse  effect on the  Company's  business,  results of
operations and financial condition.

Control By Existing Shareholder

InfiniCom AB beneficially owns  approximately  79% of the outstanding  shares of
the  Company's  Common  Stock.  As a result,  this  stockholder  will be 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 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.

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 subsidiary
24STORE and  denominated in either British pounds sterling or, prior to April 1,
2001,  Norwegian Krona, and none of the Company's revenues are generated in U.S.
dollars. For consolidation  purposes,  the assets and liabilities of 24STORE are
converted  to  U.S.  dollars  using  year-end  exchange  rates  and  results  of
operations  are  converted  using  a  monthly  average  rate  during  the  year.
Fluctuations  in the currency rates between the United  Kingdom,  Norway and the
United  States may give rise to material  variances in reported  earnings of the
Company.

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.









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

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998







                                    CONTENTS

                                                                Page


Independent Auditors' Report                                    F-2

Financial Statements:
  Consolidated Balance Sheets                                   F-3
  Consolidated Statements of Income (Operations)                F-4
  Consolidated Statement of Shareholders' Equity (Deficit)      F-5
  Consolidated Statements of Cash Flows                         F-6 - F-7
  Notes to Consolidated Financial Statements                    F-8 - F-16















                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



Board of Directors
24Holdings Inc.
Los Angeles, California


We have audited the accompanying  consolidated balance sheets of 24Holdings Inc.
(formerly  known as Scoop,  Inc.) and subsidiary at December 31, 2000,  1999 and
1998  and  the  related   consolidated   statements   of  income   (operations),
shareholders'  equity  (deficit)  and cash flows for the three years then ended.
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 United  States  generally  accepted
auditing  standards.  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. and
subsidiary at December 31, 2000, 1999 and 1998 and the results of its operations
and cash flows for each of the three  years in the  period  ended  December  31,
2000, in conformity with United States generally accepted accounting principles.




/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 7, 2001

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

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

                                                     CONSOLIDATED BALANCE SHEETS


                                     ASSETS                                                December 31,        December 31,
                                                                                               2000                1999
                                                                                           ------------        ------------
<S>                                                                                     <C>                <C>

Current assets:
  Cash and cash equivalents                                                             $      2,261,181   $     1,860,445
  Accounts receivable, less allowance for doubtful
    accounts of $46,179 and $155,994 at
    December 31, 2000 and 1999                                                                 3,464,412         4,310,494
  Inventories                                                                                    652,362           942,098
  Prepaid and other current assets                                                                43,111                 -
                                                                                        ----------------   ---------------

          Total current assets                                                                 6,421,066         7,113,037

Loan receivable, related party                                                                   100,200            63,364

Property and equipment, net of
  accumulated depreciation                                                                     1,414,994         1,619,223

Goodwill, net of accumulated amortization                                                      2,519,996          3,146,551
                                                                                        ----------------   ----------------

                                                                                        $     10,456,258   $     11,942,175
                                                                                        ================   ================

</TABLE>

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                                     <C>                <C>

Current liabilities:
  Accounts payable and accrued expenses                                                 $      4,918,230   $      5,867,173
  Credit facility                                                                              1,704,704          2,042,893
  Income taxes payable                                                                            10,773             71,770
  Short-term notes payable, related parties                                                      617,406          7,174,297
  Current maturities of notes payable, bank                                                       54,223            103,598
                                                                                        ----------------    ---------------

          Total current liabilities                                                            7,305,336         15,259,731
                                                                                        ----------------    ---------------

Long-term note payable, related party                                                                  -          1,927,805
                                                                                        ----------------    ---------------


Note payable, bank, less current maturities                                                      381,396            333,715
                                                                                        ----------------    ---------------


Deferred tax liability                                                                           338,000                  -
                                                                                        ----------------    ---------------


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; 85,486,717 and 66,795,458, shares issued
    and outstanding, respectively                                                                 26,081              7,390
  Additional paid-in capital                                                                   9,855,851                  -
  Other comprehensive loss                                                                      (232,572)          (191,794)
  Accumulated deficit                                                                         (7,217,834)        (5,394,672)
                                                                                        ----------------    ---------------

          Total shareholders' equity (deficit)                                                 2,431,526         (5,579,076)
                                                                                        ----------------    ---------------

                                                                                        $     10,456,258    $    11,942,175
                                                                                        ================    ===============

See  accompanying   independent  auditors'  report  and  notes  to  consolidated financial statements.
                                                                F-3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


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

                                              CONSOLIDATED STATEMENTS OF INCOME (OPERATIONS)



                                                   Year ended                  Year ended                Year ended
                                                December 31, 2000           December 31, 1999         December 31, 1998
                                                -----------------           -----------------         -----------------
<S>                                             <C>                         <C>                       <C>

Revenue                                         $       28,058,566          $      22,070,173               5,453,410

Cost of Revenue                                         25,076,624                 19,319,504               4,391,814
                                                ------------------          -----------------          --------------

Gross profit                                             2,981,942                  2,750,669               1,061,596
                                                ------------------          -----------------          --------------

Operating expenses:
  Selling, general and administrative expenses           3,839,728                  4,826,875                 930,603
  Goodwill amortization                                    763,414                    839,087                       -
  Impairment loss on investments                                 -                  2,006,074                       -
                                                ------------------          -----------------          --------------
                                                         4,603,142                  7,672,036                 930,603
                                                ------------------          -----------------          --------------


Income (loss) from operations                           (1,621,200)                (4,921,367)                130,993
                                                ------------------          -----------------          --------------


Interest income                                            (14,364)                   (17,660)                (10,660)
Interest expense                                           284,350                    617,231                  11,899
                                                ------------------          -----------------          --------------

                                                           269,986                    599,571                   1,239
                                                ------------------          -----------------          --------------


Income (loss) before income taxes                       (1,891,186)                (5,520,938)                129,754

Income taxes, principally current                          (68,024)                   105,080                  16,980
                                                ------------------          -----------------          --------------


Net income (loss)                              $        (1,823,162)         $      (5,626,018)          $     112,774
                                                ==================          =================          ==============

Net loss per share -
   basic and diluted                           $             (0.02)         $           (0.09)          $        0.00
                                                ==================          =================          ==============

Weighted average number of shares outstanding -
  basic and diluted                                     81,241,503                 64,703,528              60,783,219
                                                ==================          =================          ==============

See accompanying independent auditors' report and notes to consolidated financial statements.

                                                           F-4
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

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

                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                                            Additional              Other
                                                            Common stock                      paid-in           comprehensive
                                                        Shares            Amount              capital           income/(loss)
                                                        ------            ------            ----------          --------------
<S>                                                   <C>           <C>                 <C>                    <C>

Balance at January 1, 1998                            60,783,219     $        7,390     $                      $        (8,467)

Foreign currency translation                                                                                           (91,530)

Net income for the year ended
  December 31, 1998                                  -----------     --------------     ----------------       ---------------

Balance at December 31, 1998                          60,783,219              7,390                                    (99,997)

Shares issued in connection with
  acquisition of 24STORE.com, LTD.                     6,012,238                  -                    -

Foreign currency translation                                                                                           (91,797)

Net loss for the year ended
  December 31, 1999                                  -----------     --------------     ----------------       ---------------

Balance at December 31, 1999                          66,795,457              7,390                    -              (191,794)

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

Shares issued in sale to parent company                  965,132                965            1,869,461

Foreign currency translation                                                                                           (40,778)

Net loss for the year ended
  December 31, 2000                                  -----------     --------------     ----------------       ---------------
A
Balance at December 31, 2000                         $85,486,717     $       26,081     $      9,855,851       $      (232,572)
                                                     ===========     ==============     ================       ===============


</TABLE>

<TABLE>
<CAPTION>

                                                       Retained
                                                        earnings/                  Total
                                                        accumulated             shareholders'
                                                        (deficit)            equity/deficit)
                                                       ------------          -----------------
<S>                                                     <C>                  <C>

Balance at January 1, 1998                              $     118,572        $          117,495
$

Foreign currency translation                                                            (91,530)

Net income for the year ended
  December 31, 1998                                           112,774                   112,774
                                                        -------------        ------------------

Balance at December 31, 1998                                  231,346                   138,739

Shares issued in connection with
    acquisition of 24STORE.com, LTD.                                                          -

Foreign currency translation                                                            (91,797)

Net loss for the year ended
  December 31, 1999                                        (5,626,018)               (5,626,018)
                                                        -------------        ------------------

Balance at December 31, 1999                               (5,394,672)               (5,579,076)

Shares issued in satisfaction of debt                                                 8,004,116

Shares issued in sale to parent company                                               1,870,426

Foreign currency translation                                                            (40,778)

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

Balance at December 31, 2000                            $  (7,217,834)       $        2,431,526
                                                        =============        ==================

See accompanying independent auditors' report and notes to consolidated financial statements.

                                                F-5
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



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

                                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                                                 Year ended                Year ended           Year ended
                                                              December 31, 2000         December 31, 1999     December 31, 1998
                                                              -----------------         -----------------     -----------------
<S>                                                           <C>                       <C>                    <C>

Cash flows provided by (used for) operating activities:
  Net income (loss)                                           $     (1,823,162)         $     (5,626,018)        $       112,774

  Adjustments to reconcile net income (loss) to net cash
    provided by (used for) operating activities:
      Depreciation                                                     129,091                   127,751                   3,961
      Amortization of goodwill                                         763,414                   839,087                       -
      Impairment loss on investments                                         -                 2,006,074                       -
      Expense incurred in exchange for note payable                          -                 1,581,000                       -
      Foreign currency translation                                     510,025                   (67,964)                (94,100)
      Provision for bad debts                                                -                   155,994                       -

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts receivable                                              846,081                (3,828,292)               (142,537)
      Inventories                                                      289,736                  (859,431)                 21,698
      Prepaid and other current assets                                 (43,111)                        -                       -

  Changes in assets and liabilities:
    (Increase) decrease in assets:
      Accounts payable and accrued expenses                         (1,299,135)                7,321,258                 204,153
      Income taxes payable                                             (60,997)                   55,079                 (21,436)
                                                               ---------------          ----------------         ---------------
          Net cash provided by (used for) operating activities        (688,058)                1,704,538                  84,513
                                                               ---------------          ----------------         ---------------
Cash flows provided by (used for) investing activities:
  Acquisition of property and equipment                                (30,136)                        -                  (7,922)
  Due to/from related parties                                           36,836                    (1,165)                (63,275)
  Group distributions                                                        -                   (85,457)                 86,935
                                                               ---------------          ----------------         ---------------

          Net cash provided by (used for) investing activities           6,700                   (86,622)                 15,738
                                                               ---------------          ----------------         ---------------

                                                             (Continued)

See accompanying independent auditors' report and notes to consolidated financial statements.

                                                          F-6
</TABLE>



<PAGE>

<TABLE>
<CAPTION>


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

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                         INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS




<S>                                                          <C>                       <C>                     <C>

                                                                Year ended                Year ended              Year ended
                                                             December 31, 2000         December 31, 1999       December 31, 1998
                                                             -----------------         -----------------       ------------------
Cash flows provided by (used for) financing activities:
 Payments on note payable, bank                                       (1,694)                         -                       -
  Payments on notes payable, related parties                      (1,354,044)                         -                       -
  Proceeds from short-term loans, related parties                    567,406                          -                       -
  Proceeds from issuance of stock                                  1,870,426                          -                       -
                                                             ---------------            ---------------        ----------------

          Net cash provided by financing activities                1,082,094                          -                       -
                                                             ---------------            ---------------        ----------------

Net increase in cash                                                 400,736                  1,617,916                 100,251
Cash, beginning of year                                            1,860,445                    242,529                 142,278
                                                             ---------------            ---------------        ----------------

Cash, end of year                                            $     2,261,181            $     1,860,445        $        242,529
                                                             ===============            ===============        ================

Supplemental disclosure of cash flow information:
  Interest paid                                              $       215,019            $       178,694        $          9,971
                                                             ===============            ===============        ================

  Income taxes paid                                          $        34,368            $       187,203        $         16,718
                                                             ===============            ===============        ================

Supplemental disclosure of non-cash investing and
 financing activities:
  Issuance of common stock in connection of acquisitions     $             -            $     2,760,070        $              -
                                                             ===============            ===============        ================

Issuance of notes payable in connection with acquisitions    $             -            $     9,102,102        $              -
                                                             ===============            ===============        ================

Issuance of shares in satisfaction of debt                   $     8,008,441            $             -        $              -
                                                             ===============            ===============        ================


See accompanying independent auditors' report and notes to consolidated financial statements.

                                                          F-7
</TABLE>




<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(1)     Description of Business:

        General:

               24Holdings  Inc.,  formerly known as Scoop,  Inc. (the "Company")
               was incorporated in 1996, in the state of Delaware,  as an online
               news  provider.  In July 1998,  the Company  filed a petition for
               relief  under  Chapter 11 of the federal  bankruptcy  laws in the
               United  States  Bankruptcy  Court  for the  Central  District  of
               California.  In  September  1999,  the  Company  filed  a Plan of
               Reorganization  ("Plan") with the Bankruptcy  Court. The Plan was
               confirmed on October 5, 1999.  Pursuant to the Plan,  the Company
               was  acquired  in  a  reverse   merger  with   24STORE.com,   LTD
               ("24STORE"), whose parent company acquired 91% of the outstanding
               shares of the Company,  or 60,783,219 of newly issued shares,  in
               exchange  for all the  outstanding  shares of 24STORE.  Since the
               shareholders  of 24STORE became the  controlling  shareholders of
               the  Company  after  the  exchange,  24STORE  is  treated  as the
               acquirer for accounting  purposes.  No value has been assigned to
               the assets and  liabilities  of the  acquired  company,  as it is
               emerging  from  a  formal  bankruptcy  plan.  Proforma  operating
               results as if the acquisition had taken place at the beginning of
               the period have not been  presented as there are no operations of
               the acquiree.

               24STORE was incorporated  July 28, 1998 in England and Wales, and
               was a wholly owned  subsidiary of InfiniCom AB, a publicly listed
               company on the SBI market in Sweden,  whose principal activity is
               that of a holding company.  On April 9, 1999 24STORE entered into
               a Share  Purchase  Agreement,  whereby they  acquired  from their
               parent company several companies  registered in Sweden and Norway
               (Note 4). All of the Swedish  entities either entered  bankruptcy
               or ceased  operations soon after transfer.  The Norwegian entity,
               as the only ongoing concern, has been treated as the predecessor,
               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, ("UK Group") related through common ownership
               (Note 4).

               The Company filed a certificate  of amendment to its  certificate
               of  incorporation  on April 2, 2001 changing its name from Scoop,
               Inc. to 24Holdings Inc.

               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:

        Principles of Consolidation:

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




See accompanying independent auditors' report.

                                      F-8

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(2)     Summary of Significant Accounting Policies, Continued:

        Principles of Consolidation, Continued:

               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
               generally accepted  accounting  principles 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.

        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.

        Fixed Assets:

               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

        Goodwill:

               In  connection  with various  acquisitions  (Notes 1 and 4) which
               were accounted for under the purchase  method of accounting,  the
               Company recorded goodwill. The remaining goodwill at December 31,
               2000 is being amortized using the  straight-line  method over the
               estimated   useful   lives  of  five  years.   The  Company  will
               continually  evaluate  the  existence of goodwill  impairment  in
               accordance  with the provisions of SFAS 121,  "Accounting for the
               Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets to be
               disposed of."


See accompanying independent accountant's review report.

                                      F-9

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


(2)     Summary of Significant Accounting Policies, Continued:

        Inventory:

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

        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 cash, accounts receivable,  accounts
               payable, and accrued expenses, 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, 2000, 1999 and 1998,  advertising  expenses amounted
               to approximately $262,000, $355,000 and $172,000, respectively.

        Basic and Diluted Earnings (Loss) Per Share:

               Basic  earnings  (loss) per share are  determined by dividing the
               net earnings or (loss) by the weighted  average  shares of Common
               Stock outstanding  during the period.  Diluted earnings or (loss)
               per share are  determined  by dividing the net earnings or (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,  2000,  1999
               and 1998 because  there were no dilutive  securities  outstanding
               during those periods.

        Segment:

               Based on the Company's integration and management strategies, the
               Company  operates  in a single  business  segment.  For the years
               ended  December  31, 2000,  1999 and 1998 all revenues  have been
               derived from European operations.

See accompanying independent auditors' report.

                                      F-10

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


(2)      Summary of Significant Accounting Policies, Continued:

         Statement of Cash Flows:

               In accordance  with Statement of Financial  Accounting  Standards
               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 June 1998, the United Stated  Financial  Accounting  Standards
               Board  (FASB)  issued SFAS No. 133,  "Accounting  for  Derivative
               Instruments and Hedging  Activities",  effective for fiscal years
               beginning after June 15, 1999. The Company  anticipates  that due
               to its limited use of  derivative  instruments,  the  adoption of
               SFAS No.  133 will not have a  material  effect on its  financial
               statements.

               In December 1999, the  Securities  and Exchange  Commission  (the
               "Commission")  issued Staff Accounting  Bulletin No. 101, Revenue
               Recognition  in  Financial  Statements,  which  is to be  applied
               beginning   with  the  fourth  fiscal  quarter  of  fiscal  years
               beginning after December 15, 1999, to provide guidance related to
               recognizing   revenue  in  circumstances  in  which  no  specific
               authoritative  literature  exists. The adoption of this statement
               did  not  have  a  material  impact  on the  Company's  financial
               position, results of operations or liquidity.

               In March 2000, the Financial  Accounting  Standards  Board (FASB)
               issued   FASB   Interpretation   No.  44   (Interpretation   44),
               "Accounting    for   Certain    Transactions    Involving   Stock
               Compensation."   Interpretation  44  provides  criteria  for  the
               recognition  of  compensation   expense  in  certain  stock-based
               compensation  arrangements  that  are  accounted  for  under  APB
               Opinion  No.  25,   Accounting  for   Stock-Based   Compensation.
               Interpretation  44  is  effective  July  1,  2000,  with  certain
               provisions that are effective  retroactively to December 15, 1998
               and January 12, 2000. The adoption of this statement did not have
               a material impact on the Company's financial position, results of
               operations or liquidity.

(3)     Reorganization:

        On April 9, 1999 24STORE and its parent company, InfiniCom, entered into
        a share purchase agreement, whereby 24STORE received all the outstanding
        shares of several of InfiniCom's subsidiaries, in exchange for 9,999,980
        newly  issued  shares of 24STORE and a note payable of  $2,368,000.  The
        transaction was treated as a reorganization, with the transfer of assets
        and liabilities  accounted for at historical  cost,  after adjustment to
        U.S. generally accepted  accounting  principles,  in a manner similar to
        that in pooling  of  interests  accounting,  in  accordance  with APB 16
        paragraph  5. The  historical  costs  transferred  include  goodwill  of
        approximately  $2,312,960,  which had been  recognized  upon the  parent
        company's original acquisition of the transferred subsidiaries.

See accompanying independent auditors' report.

                                      F-11

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(3)     Reorganization, Continued:

        Included in this transaction  24STORE issued a note payable to InfiniCom
        for  $1,581,000  for the costs  incurred in the  development  of certain
        software  by one of  the  transferred  subsidiaries.  These  costs  were
        expensed as research and development  during the year ended December 31,
        1999.

(4)     Acquisitions:

        On May 6, 1999,  24STORE  purchased  all the issued  ordinary  shares of
        Lapland UK, Mobile  Planet and Cyberia ("UK Group") in a share  purchase
        agreement  with the  shareholders  of the  acquired  company.  The three
        acquired  entities  were  each  owned  by  the  same  two  shareholders,
        unrelated  to 24STORE or its parent  company.  24STORE  received all the
        outstanding shares of the three companies, for consideration of cash and
        notes of  approximately  $3,420,000  and 700,000  shares of  InfiniCom's
        outstanding shares (see Note 9).

        The  acquisition  has been  accounted  for using the purchase  method of
        accounting,  and  accordingly,  the  acquisition  cost of  approximately
        $4,760,000  has been  allocated to the assets  acquired and  liabilities
        assumed based on estimates of their fair value. A total of approximately
        $3,616,000,  representing the excess of acquisition  costs over the fair
        value of the UK Group's  tangible  net  assets,  has been  allocated  to
        goodwill  and  is  being  amortized  over  5  years.  The  Company  will
        continually  evaluate the existence,  if any, of goodwill  impairment in
        accordance  with the  provisions  of SFAS No. 121,  "Accounting  for the
        Impairment of  Long-Lived  Assets and  Long-Lived  Assets to be Disposed
        Of."  Accumulated  amortization  on  all  goodwill  was  $1,602,501  and
        $839,087 at December 31, 2000 and 1999, respectively.

        The Company's  consolidated  results of operations have incorporated the
        UK Group's  activity from the  effective  date of the  acquisition.  The
        following  unaudited pro forma  information  has been prepared  assuming
        that this acquisition had taken place at the beginning of the respective
        periods. This pro forma information does not purport to be indicative of
        future results or what would have occurred had the acquisition been made
        as of those dates.

        Acquisition Pro Forma - UK Group

<TABLE>
<CAPTION>
        (in Thousands, except per share amounts - unaudited)
                                                                 Year ended          Year ended
                                                                December 31,        December 31,
                                                                    1999                1998
                                                                ------------        ------------
                  <S>                                           <C>              <C>

                  Revenue                                       $  30,854        $     28,215

                  Operating income (loss)                          (4,695)                189

                  Net income (loss)                                (5,477)               (520)
                  Basic and diluted earnings per share
                  Net income (loss) per share                       (0.08)              (0.01)

See accompanying independent auditors' report.

</TABLE>

                                      F-12

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(5)     Property and Equipment:

        Property and equipment consist of the following:
<TABLE>
<CAPTION>

                                                                     December 31,        December 31,        December 31,
                                                                         2000                1999                1998
                                                                     ------------        ------------        ------------
                  <S>                                             <C>                  <C>                 <C>

                  Land and building                               $       1,276,888    $      1,356,063    $             -
                  Computer equipment                                        185,475             216,505             10,746
                  Vehicles                                                  116,720             108,755                  -
                  Office furniture and equipment                            182,669             151,613                  -
                                                                  -----------------    ----------------    ---------------

                                                                          1,761,752           1,832,936             10,746
                  Less accumulated depreciation                             346,758             213,713                  -
                                                                  -----------------    ----------------    ---------------
                                                                  $       1,414,994    $      1,619,223    $        10,746
                                                                  =================    ================    ===============

</TABLE>

(6)     Major Vendor:

        Included in accounts  payable is  approximately  $678,293 and $1,159,000
        owed  to two  and  three  suppliers  at  December  31,  2000  and  1999,
        respectively.  Purchases  from  these  suppliers  during  2000  and 1999
        totaled approximately $8,267,731 and $13,432,000, respectively.


(7)     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 2% above  the base rate of
        National  Westminster  Bank in the United  Kingdom,  8% at December  31,
        2000.

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

See accompanying independent auditors' report.

                                      F-13


<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


(8)     Short-Term Notes Payable, Related Parties:

        A summary is as follows:
<TABLE>
<CAPTION>

                                                                                         December 31,        December 31,
                                                                                             2000                1999
                                                                                         ------------        ------------
                 <S>                                                                   <C>                 <C>

                  Notes payable, officers (Note 5)                                     $              -     $    2,817,500
                  Note payable, InfiniCom (Note 4)                                                    -          2,368,000
                  Purchase of software from parent company (Note 4)                                   -          1,581,000
                  Accrued interest on current notes                                                   -            210,500
                  Accrued interest on long term notes (Note 10)                                       -            147,297
                  Loans payable, InfiniCom                                                      617,406             50,000
                                                                                       ----------------     --------------

                                                                                       $        617,406     $    7,174,297
                                                                                       ================     ==============

</TABLE>

        All notes accrue interest at 2% above base rate of National  Westminster
        Bank, in the United Kingdom.

        The notes payable,  officers,  including all accrued interest, were paid
        off in March 2000, in cash of approximately $1,354,000 and the remainder
        in  9,906,910  shares of the  Company.  The notes  payable to the parent
        company,  Infinicom,  including  the  long-term  note payable  (Note 9),
        miscellaneous other amounts due and accrued interest,  were satisfied in
        March 2000, in  consideration  for which the Company issued to InfiniCom
        7,819,217 shares of its common stock.

(9)     Note Payable, Related Party:

        Long-term  note  payable,  related  party at December 31,  1999,  in the
        amount of $ 1,927,805,  represent  amounts owing to  InfiniCom,  for the
        value of InfiniCom's  shares given as  consideration  in relation to the
        acquisition  of the UK Group (Note 4). The note  accrues  interest at 2%
        above base rate of National  Westminster  Bank. At December 31, 1999 the
        accrued interest is included in short-term notes payable,  related party
        (Note 8). This note was paid off in March 2000, in the same  transaction
        as the short term debt described above.

(10)    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 (8% at December  31,
        2000).  The note is secured  by the  underlying  building  and the cross
        guarantee of the two other United Kingdom subsidiaries.

See accompanying independent auditors' report.

                                      F-14
<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(10)    Note Payable, Bank, Continued:

        A summary of the note payable is as follows:

<TABLE>
<CAPTION>

                                                                                         December 31,        December 31,
                                                                                             2000                1999
                                                                                         ------------        ------------
                  <S>                                                                  <C>                 <C>

                  Principal                                                            $        435,619    $       437,313
                  Less current maturities                                                        54,223            103,598
                                                                                       ----------------    ---------------

                                                                                       $        381,396    $       333,715
                                                                                       ================    ===============

</TABLE>

        The following summarizes the aggregate maturities of the note payable as
        of December 31, 2000:


                  Year ended
                      2001                           $         54,223
                      2002                                     59,259
                      2003                                     64,763
                      2004                                     70,778
                      2005                                     77,354
                      Beyond five years                       109,242
                                                     ----------------
                                                     $        435,619
                                                     ================


(11)    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.  Deferred  tax  assets and  liabilities  are
        immaterial at December 31, 1998.  As of December 31, 2000 and 1999,  any
        deferred tax asset recordable for the net operating loss carryforward is
        completely offset by a valuation  allowance.  The deferred tax liability
        at  December  31, 2000  relates to the step up basis of tangible  assets
        acquired (Note 4).

        The  Company  does not  file  consolidated  tax  returns  in the  United
        Kingdom.  Tax expense for the years ended  December  31, 1999 relates to
        entities within the consolidated  group on which there is taxable income
        and tax expense is appropriate.  December 31, 2000 reflects  refunds and
        credits received on overpayments in previous years.

See accompanying independent auditors' report.

                                      F-15

<PAGE>


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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(11)    Income Taxes, Continued:

        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,
                                                                         2000                1999               1998
                                                                     ------------        ------------        ------------

                  <S>                                                <C>                 <C>                 <C>


                  Provision at expected federal
                    statutory rate                                        (35)%                (35)%                35%
                  Impairment loss for which no deduction
                    is allowable for UK income tax purposes                 -                   13                   -
                  Loss for which no benefit is available                   35                   24                   -
                  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)                   -                 (22)
                                                                     ----------          ----------          ---------
                                                                           (3)%                  2%                 13%
                                                                     ==========          ==========          ==========

</TABLE>

(12)    Subsequent Event (Unaudited):

        Due to the continued losses of the Company's Norwegian  subsidiary,  the
        Company made a  determination  during March 2001 to divest itself of the
        Norwegian  subsidiary.  The Company is in negotiations  with a buyer for
        the  subsidiary  and is planning  to  consummate  the sale during  early
        April.  The  transaction  does not qualify for treatment as discontinued
        operation  as the  subsidiary  is in the same  line of  business  as the
        Company.




See accompanying independent auditors' report.

                                      F-16

<PAGE>


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

            Unaudited Pro Forma Condensed Consolidated Balance Sheet
                          and Statements of Operations
                     for the Disposal of "Norway Subsidiary"


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

The  following  unaudited  pro forma  condensed  consolidated  balance sheet and
statements of operations of 24Holdings Inc.,  formerly known as Scoop,  Inc., at
December 31, 2000 and for the year ended  December 31, 2000,  have been prepared
to illustrate  the effect of the Disposal,  as though it had occurred on January
1, 2000, for purposes of the pro forma statements of operations. The assumptions
are described in the  accompanying  Notes to the  Unaudited Pro Forma  Condensed
Consolidated Balance Sheet and Statements of Operations.

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

                                      F-17

<PAGE>


<TABLE>
<CAPTION>
                                                  24HOLDINGS, INC.
                                           (FORMERLY KNOWN AS SCOOP, INC.)

                                   UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                                  December 31, 2000
                                            For Sale of Norway Subsidiary

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

Cash and cash equivalents                         $ 2,261,181           $142,052              $ 2,119,129
Accounts receivable                                 3,464,412            269,572                3,194,840
Inventory                                             652,362             75,327                  577,035
Prepaids and other assets                              43,111                  -                   43,111
                                                  -----------           --------              -----------
     Total current assets                           6,421,066            486,951                5,934,115
                                                  -----------           --------              -----------

Property and equipment, net of
  accumulated depreciation and amortization         1,414,995             22,885                1,392,110
                                                  -----------           --------              -----------

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

Goodwill, net of accumulated amortization           2,519,997                  -                2,519,997
                                                  -----------           --------              -----------

                                                  $10,456,258           $509,836              $ 9,946,422
                                                  ===========           ========              ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

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

Deferred taxes                                        338,000                  -                  338,000
                                                  -----------            -------              -----------

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

Stockholders' equity                                2,431,526           (164,007)               2,595,532
                                                  -----------           --------              -----------

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

                                                             F-18
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                     24HOLDINGS, INC.
                                             (FORMERLY KNOWN AS SCOOP, INC.)

                                      PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                                    December 31, 2000
                                            For Sale of Norwegian Subsidiary

                                                                             Norway
                                                       24Holdings         Subsidiary(1)            Pro forma
<S>                                                   <C>                  <C>                    <C>
Revenue                                               $28,058,566          $3,728,089             $24,330,477

Cost of Revenue                                        25,076,624           3,228,326              21,848,299
                                                      -----------          ----------             -----------
Gross profit                                            2,981,942             499,764               2,482,178

Operating expenses:
  General and administrative expenses                   3,839,728             848,178               2,991,550
  Goodwill amortization                                   763,414                   -                 763,414
                                                      -----------          ----------             -----------
                                                        4,603,142             848,178               3,754,964
                                                      -----------          ----------              ----------
Income from operations                                 (1,621,200)           (348,414)             (1,272,785)

Interest income                                           (14,364)             (8,906)                 (5,458)
Interest expense, net                                     284,350              20,872                 263,478
                                                      -----------          ----------             -----------
                                                          269,986              11,966                 258,021
                                                      -----------          ----------             -----------

Net income before taxes (loss)                         (1,891,186)           (360,380)             (1,530,806)
                                                      -----------          ----------             -----------

Taxes                                                     (68,024)                  -                 (68,024)
                                                      -----------          ----------             -----------
Net income                                            $(1,823,162)         $ (360,380)            $(1,462,782)
                                                      ===========          ==========             ===========
Net loss per share -
  basic and diluted                                         (0.02)                                      (0.02)
                                                      ===========                                 ===========

Weighted average number of shares outstanding -

basic and diluted                                      81,241,503                                  81,241,503
                                                      ===========                                 ===========

                                                             F-19
</TABLE>



<PAGE>

                                24HOLDINGS, INC.
                         (FORMERLY KNOWN AS SCOOP, INC.)
   Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)

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

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

                                      F-20


<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:

<TABLE>
<CAPTION>
        <S>                            <C>         <C>                                        <C>

        Name                            Age        Position                                   Since
        -----                           ---        ----------                                 -----

        Lennart Orkan                   56         Director and Chairman of the Board         2000
        Larsake Sandin                  52         Director                                   2000
        Akbar Seddigh                   56         Director                                   2000
        Martin Clarke                   35         President and                              2000
                                                   Chief Executive Officer
        Michael Neame                   39         Chief Financial Officer,                   2000
                                                   Chief Accounting Officer
                                                   and Secretary
</TABLE>

     Lennart  Orkan,   Director  and  Chairman  of  the  Board.  Dr.  Orkan  has
approximately  25 years of  experience in business and banking.  Currently,  Dr.
Orkan is the President  and CEO of Strator  B.D.N.  International  AB, a company
based in  Sweden  which  provides  consulting  services  to public  and  private
companies  on mergers  and  acquisitions,  recapitalization,  and other forms of
corporate  reorganization.  The  Strator  Group  has  associated  companies  and
affiliates in a number of European countries and in North America.  Dr. Orkan is
also the founder and the majority  owner of the company.  Since 1980,  Dr. Orkan
has been the Chairman of the Board  and/or a Board  Member of many  medium-sized
and large Scandinavian and foreign private  corporations.  From 1974 until 1980,
Dr.  Orkan was the head of the two largest  departments  of the Swedish  Savings
Bank Association in addition to being the General Manager of the Swedish Savings
Banks  Institute  and  the  vice-Chairman  of  the  International  Savings  Bank
Institute  in Geneva,  Switzerland.  From 1980  until  1984,  Dr.  Orkan was the
General  Manager of Lantbrukets  Utredningsinstitut,  the Swedish  Institute for
Agro-Business  Development and Research,  a highly respected  research institute
and consulting  group for economic  studies and business  development  services.
From  1984  until  1985,  Dr.  Orkan  served  as the  President  and  CEO of the
Cooperative Bank of Sweden West, the largest  cooperative  bank in Sweden.  From
1985 until 1988, Dr. Orkan was the President and CEO of Praktikertjanst  AB, the
dominating  group in the areas of private  health and  dental  care and  medical
technical services in Scandinavia.

     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 Scoop,  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.

     Akbar  Seddigh,  Director.  Mr.  Seddigh  has  approximately  25  years  of
experience in the business field. Currently,  Mr. Seddigh is the Chairman of the
Board and President of Ortivus US, Inc.; the Chairman of the Board of ELEKTA AB,
Cascade  Computing  AB,  Neoventa  AB and Samba  Sensor AB; and Board  Member of
Nordbanken,  Taby,  Affarsstrategerna  AB,  Artimplant  AB,  and  Minidoc  AB in
addition to other  responsibilities.  From 1976 through 1981, Mr. Seddigh worked
as the chief Executive  Officer of a subsidiary of The Swedish Atomic Energy. In
1985, Mr. Seddigh founded Ortivus AB and acted as Chief Executive Officer of the
company until November, 1999. Since November 1999, Mr. Seddigh has acted as Vice
Chairman  in  addition  to his role on the Board of  Directors  of the  company.
Ortivus AB was listed on the Stockholm  Stock Exchange in January 1997 and deals
in devising new medical concepts including  Myocardial Ischemia Dynamic Analysis
(MIDA) and telemedicine (Mobimed).

     Martin Clarke,  President and Chief Executive  Officer.  Mr. Clarke came to
24STORE via the  acquisition  of LapLand (UK) Limited the company he  co-founded
with  Michael  Neame  in 1991.  Responsible  for  Sales  and  Marketing,  he was
instrumental  in the growth which led to  recognition of the company by the UK's
Sunday Times Newspaper as one of the UK's "Hot 100" fastest  growing  companies.
Prior to LapLand Mr. Clarke was European Sales and Marketing Director for Orchid
(Europe) Limited,  the European subsidiary of a San Francisco based manufacturer
of computer  peripherals  and  motherboards  quoted on the London stock  market.
Trained in aerospace  and defense  systems  electronics,  he moved on to a sales
career with a number of leading  information  technology  companies.  Mr. Clarke
joined  Orchid  (Europe)  Limited in November  1988 with  responsibility  for UK
sales;  promotion  followed  to  European  Sales  Manager  in  March  1989  with
responsibility  for  all  European  distribution  territories.  Mr.  Clarke  was
appointed European Sales and Marketing Director in 1990.

     Michael  Neame,  Chief  Financial  Officer,  Chief  Accounting  Officer and
Secretary. 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.

     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
executive  officer and between any other person  pursuant to which any person is
to be selected as an executive officer.  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 pend-
          ing criminal proceeding;

     (3)  been   subject   to  any   order,   judgment  or  decree,  not  subse-
          quently  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  subse-
          quently  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,
2000 the Reporting Persons complied with all applicable  Section 16(a) reporting
requirements.

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, 2000, 1999 and 1998 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, 2000.
<TABLE>
<CAPTION>


                                                           Annual
                                                        Compensation        Long-Term Compensation
                                                     --------------------  ------------------------
<S>                 <C>                   <C>        <C>          <C>      <C>           <C>            <C>

                                                                           Restricted    Securities      All Other
                    Principal                        Salary       Bonus      Stock       Underlying     Compensation
Name                Position              Year        ($)          ($)     Awards ($)    Options (#)         ($)
--------------------------------------------------------------------------------------------------------------------

Martin Clarke (1)   President and         2000     $ 147,465    $   -        $   -            -          $ 18,627
                    Chief Executive       1999     $ 165,984    $   -        $   -            -          $ 19,672
                    Officer               1998     $ 143,105    $   -        $   -            -          $ 30,437

Michael Neame (2)   Chief Financial       2000     $ 147,465    $   -        $   -            -          $ 18,627
                    Officer, Chief        1999     $ 166,869    $   -        $   -            -          $ 19,672
                    Accounting            1998     $ 116,950    $   -        $   -            -          $ 28,851
                    Officer and
                    Secretary
</TABLE>

(1)  Mr. Clarke was appointed as President  and Chief  Executive  Officer of the
     Company on March 17, 2000. Mr. Clarke's annual compensation  amounts relate
     to  compensation  paid by  24STORE  and its  subsidiaries  for the  periods
     indicated prior to the reverse acquisition of the Company by InfiniCom AB.

(2)  Mr. Neame's annual  compensation  amounts  relate to  compensation  paid by
     24STORE and its subsidiaries for the periods indicated prior to the reverse
     acquisition of the Company by InfiniCom AB.

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 April 6, 2001, 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. 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.

<TABLE>
<CAPTION>

                                                                                 Beneficially Owned
         Name and Address                                                    Shares             Percent
         ----------------                                                    ------             -------
         <S>                                                                <C>                 <C>

         InfiniCom AB (publ)
         Gustavslundsvagen 151A
         S-16751 Bromma
         Sweden........................................................     67,335,910          78.8

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

         Lennart Orkan
         Foreningsvagen 2
         SE-13237 Saltsjo-Boo
         Sweden........................................................              0             0

         Akbar Seddigh
         Centralvagen 18
         18357 Taby
         Sweden........................................................              0             0

         Martin Clarke
         Kingston
         Reading Road North
         Fleet
         Hampshire
         GU13 8RR
         United Kingdom................................................      4,953,455           5.8

         Michael Neame
         21 Archery Fields
         Odiham, Hook
         Hampshire
         RG29 1AE
         United Kingdom................................................      4,953,455           5.8

         All executive officers and directors as a group (5 persons)...      9,906,910          11.6

</TABLE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On May 6, 1999,  Michael Neame  ("Neame") and Martin Clarke  ("Clarke")  sold to
24STORE 100% of the outstanding  capital stock of each of LapLand U.K.  Limited,
Mobile  Planet  Limited and Cyberia (UK)  Limited,  each of which are  companies
incorporated in England.  In connection with, and as partial  consideration for,
the foregoing  sale,  InfiniCom  issued a promissory  note in favor of Neame and
Clarke which was secured by a lien on the shares of LapLand,  Mobile  Planet and
Cyberia.

On March 31, 2000, the Company,  InfiniCom,  24STORE, Neame and Clarke agreed to
restructure the foregoing debt, along with certain other  intercompany debt then
outstanding  between  InfiniCom and 24STORE.  To effect the  restructuring,  the
Company  issued to each of Neame and Clarke  4,953,455  shares of the  Company's
Common  Stock and  24STORE  paid to each of Neame and  Clarke the sum of 425,753
Pounds Sterling,  or approximately  $675,627, in cash in consideration for which
(i) 24STORE  issued to the Company  4,200,000  additional  shares of its capital
stock and (ii) Neame and Clarke  released  and  discharged  the  obligations  of
24STORE owed by 24STORE to Neame and Clarke  pursuant to a Loan Note  Instrument
executed by 24STORE and  InfiniCom  dated May 6, 1999.  The Company also assumed
from 24STORE all of the  obligations  of 24STORE under (a) a Loan Note issued by
24STORE in favor of  InfiniCom  dated April 9, 1999 in the  principal  amount of
$2,368,000,  (b) a Loan Note issued by 24STORE in favor of InfiniCom dated April
9, 1999 in the principal amount of $1,581,000, (c) a Loan Note issued by 24STORE
in favor of InfiniCom  dated May 6, 1999 in the  principal  amount of 16,300,000
SEK  and (d)  certain  other  debt  obligations  ((a),  (b),  (c) and (d)  above
collectively,  the "Debt Obligations") in consideration for which 24STORE issued
to the Corporation  16,142,972 additional shares of its capital stock. Following
the foregoing assumptions,  InfiniCom released and discharged amounts (including
principal and interest) owing under the Debt  Obligations in  consideration  for
which the Company issued to InfiniCom 7,819,217 shares of its Common Stock.

Also as a part of the restructuring,  (x) InfiniCom subscribed for and purchased
965,132  newly issued  shares of Common  Stock of the Company at a  subscription
price of $1.938  per  share and (y) the  Company  subscribed  for and  purchased
4,308,580 shares of the capital stock of 24STORE at a subscription price of 0.25
Pound  Sterling  per share  (equivalent  to an aggregate  subscription  price of
$1,695,426).

<PAGE>


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)      Financial Statements, Financial Statement Schedules and Exhibits

         (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. (formerly
                  known as Scoop, Inc.)

                  (i)   Independent Auditors' Report

                  (ii)  Consolidated  Balance  Sheet at  December  31,  2000 and
                        December 31, 1999

                  (iii) Consolidated  Statement of Income  (Operations) for each
                        of the three years ended December 31, 2000

                  (iv)  Consolidated Statement of Shareholders' Equity (Deficit)
                        for each of the three years ended December 31, 2000

                  (v)   Consolidated  Statement  of Cash  Flows  for each of the
                        three years ended December 31, 2000

                  (vi)  Notes to the Conslidated Financial Statements

                  Unaudited   Pro   Forma   Condensed   Consolidated   Financial
                  Information of 24Holdings Inc. (formerly known as Scoop, Inc.)

                  (i)   Consolidated  Balance  Sheet at  December  31, 2000 (For
                        Sale of Norway Subsidiary)

                  (ii)  Consolidated  Statement  of  Operations  for the  period
                        ended December 31, 2000 (For Sale of Norway Subsidiary)

         (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).

            2.4*  Share Purchase  Agreement dated March 29, 2001 between 24STORE
                  (Europe) Limited and Compo Consult AS (English Translation).

            3.1** Certificate of Incorporation of the Company.

            3.2** Certificate of Amendment of  the  Certificate of Incorporation
                  of the Company dated October 20, 1999.

            3.3** Certificate of Amendment of the  Certificate of  Incorporation
                  of the Company dated April 1, 2001.

            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).

            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).

            21**  List of Subsidiaries of the Company.

      * to be filed by amendment

      ** filed with this report

(c)   Current Reports on Form 8-K

      None.

<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/ Lennart Orkan
     -----------------------------------------
     Name:     Lennart Orkan
     Title:    Chairman of the Board

Date:  April 13, 2001

     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/ Martin Clarke
     -----------------------------------------
     Name:     Martin Clarke
     Title:    President and
               Chief Executive Officer


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


By:  /s/ Lennart Orkan
     ----------------------------------------
     Name:     Lennart Orkan
     Title:    Director, Chairman of
               the Board


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


By:  /s/ Akbar Seddigh
     -----------------------------------------
     Name:     Akbar Seddigh
     Title:    Director