SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

/X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For  the quarterly period ended June 30, 2003
                                ---------------------------------------------

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from
                              --------------------  to  -----------------------


                        Commission file number 000-22281

                                 24HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   33-0726608
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                                  Cyberia House
                           Church Street, Basingstoke
                               Hampshire RG21 7QN
                                 United Kingdom
                    (Address of Principal Executive Offices)

                                +44 1256 867 800
                               (Telephone number)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) had been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---    -----

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934
<PAGE>
subsequent to the  distribution of securities under a plan confirmed by a court.
Yes X   No
   ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Number  of  shares  of  Common  Stock   outstanding  at  August  13,  2003:
85,486,716.
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>

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

                           CONSOLIDATED BALANCE SHEETS

<CAPTION>


                                                    June 30, 2003         December 31, 2002
                                                   --------------         -----------------
                                                    (Unaudited)

                               ASSETS
<S>                                                <C>                    <C>
Current assets:
Cash and cash equivalents                          $        2,305         $       802,091
Accounts receivable                                     1,532,363               1,424,802
Inventory                                                 500,308                 315,576
Prepaid expenses and other assets                          43,780                  67,230
                                                   --------------         ---------------
  Total current assets                                  2,078,756               2,609,699

Property and equipment, net of
  accumulated depreciation and amortization             1,421,829               1,368,342
                                                   --------------           -------------

                                                   $    3,500,585         $     3,978,041
                                                   ==============         ===============



        LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued expenses             $    1,660,918         $     2,377,599
 Credit facility                                        1,299,092                 874,110
 Current portion of loan payable, bank                    105,142                  88,469

    Total current liabilities                           3,065,152               3,340,178

Loan payable, bank, less current portion                  158,620                 212,414

Deferred taxes                                             88,000                  89,200

Shareholders' equity:
Preferred stock; $0.001 par value, 5,000,000 authorized,
  no shares issued and outstanding                              -                       -

Common stock; $.001 par value,  100,000,000 shares
  authorized 96,147,396 and 96,147,396 shares
  issued and outstanding, respectively                     36,742                  36,742

Additional paid in capital                             10,362,233              10,362,233
Other comprehensive loss                                 (174,506)               (194,643)
Accumulated deficit                                   (10,035,656)             (9,868,083)
                                                    -------------        ----------------
    Total shareholders' equity                            188,813                 336,249

                                                    $   3,500,585        $      3,978,041
                                                    =============        ================
</TABLE>

The accompanying notes form an integral part of these financial statements


<PAGE>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<CAPTION>

                                                     Three months ended   Three months ended   Six months ended   Six months ended
                                                        June 30, 2003        June 30, 2002       June 30, 2003      June 30, 2002
                                                    --------------------  -----------------    -----------------  -----------------
                                                          (Unaudited)         (Unaudited)         (Unaudited)         (Unaudited)

<S>                                                 <C>                    <C>                 <C>                <C>
Revenue                                             $         2,991,615    $      5,930,663    $      7,182,227   $   10,903,327

Cost of Revenue                                               2,623,529           5,440,061           6,247,213        9,961,437
                                                    --------------------   ----------------    -----------------  ---------------

Gross profit                                                    368,086             490,602             935,014          941,890

Operating expenses:
  Distribution costs                                             68,332              85,789             167,016          171,197
  General and adminstrative expenses                            414,692             433,427             869,743          854,096
  Depreciation                                                   19,395              16,125              36,913           33,630
                                                    --------------------   ----------------    -----------------  ---------------
   Total operating expenses                                     502,419             535,341           1,073,672        1,058,923
                                                    --------------------   ----------------    -----------------  ---------------

Net loss before interest and other
  income and interest expense                                  (134,333)            (44,740)           (138,658)        (117,034)


Interest and other income                                          (894)             (1,443)             (1,693)          (2,914)
Interest expense                                                 16,612              13,212              30,607           31,450
                                                    --------------------   ----------------    -----------------  ---------------

Net loss before provision for income taxes                     (150,051)            (56,509)           (167,573)        (145,570)

Provision for income taxes                                            -                   -                   -                -

                                                    --------------------   ----------------    -----------------  ---------------

Net loss                                           $           (150,051)  $         (56,509)    $      (167,573)  $     (145,570)
                                                   ====================    ================     ===============   ===============

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

Weighted average number of shares outstanding -
  basic and diluted                                          85,493,352          95,199,780          85,493,352       90,316,417
                                                   ====================    ================     ===============   ===============

The accompanying notes form an integral part of these financial statements

</TABLE>
<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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


                                                                            Six months ended             Six months ended
                                                                              June 30, 2003               June 30, 2002
                                                                               (Unaudited)                 (Unaudited)

<S>                                                                          <C>                         <C>
Cash flows provided by (used for) operating activities:
 Net income (loss)                                                           $      (167,573)            $     (145,570)

Adjustments to reconcile net income (loss) to net cash
 provided by (used for) operating activities:
Depreciation                                                                          36,913                     33,630
Foreign currency translation                                                          20,903                     45,589

Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable                                                                  (68,334)                   103,068
Loans receivable, related party                                                            -                    (10,607)
Prepaid expenses                                                                      24,708                    (14,203)
Inventory                                                                           (173,935)                   164,935

Changes in assets and liabilities:
(Increase) decrease in assets:
  Accounts payable and accrued expenses                                             (767,843)                  (977,535)
  Income taxes payable                                                                (1,049)                       785
  Deferred taxes                                                                      (1,200)                    (1,200)
                                                                             ----------------        -------------------
   Total adjustments                                                                (929,837)                  (655,538)
                                                                             ----------------        -------------------
    Net cash used for  operating activities                                       (1,097,410)                  (801,108)

Cash flows used for investing activities -
 Acquisition of property and equipment                                               (53,974)                    (3,969)
                                                                             ----------------        -------------------
     Net cash provided by (used for) investing activities                            (53,974)                    (3,969)
                                                                             ----------------        -------------------
Cash flows provided by (used for) financing activities:
  Credit facility                                                                    396,218                   (311,469)
 Payment on long-term debt, bank                                                     (44,620)                   (33,749)
                                                                             ---------------        -------------------
    Net cash provided by (used for) financing activities                             351,598                   (345,218)
                                                                             ---------------        -------------------

Net decrease in cash                                                                (799,786)                (1,150,295)
Cash, beginning of period                                                            802,091                  1,339,650
                                                                             ---------------        -------------------
Cash, end of period                                                          $         2,305        $           189,355
                                                                             ===============        ===================
Supplemental disclosure of cash flow information:
  Interest paid                                                              $        29,192        $            73,687
                                                                             ===============        ===================
  Income taxes paid                                                          $             -        $                 -
                                                                             ===============        ===================

Supplemental disclosure of non-cash investing and financing activities:
  Shares issued upon conversion of long term debt, related party                                    $           517,043
                                                                                                    ===================
</TABLE>
The accompanying notes form an integral part of these financial statements

<PAGE>

                                 24HOLDINGS INC.
                         (formerly known as Scoop, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2003


(1)  Description of Business:

     Interim Financial Statements:

     The accompanying  financial statements include all adjustments  (consisting
     of  only  normal  recurring  accruals),   which  are,  in  the  opinion  of
     management,  necessary for a fair presentation of the results of operations
     for the periods presented.  Interim results are not necessarily  indicative
     of the results to be expected  for a full year.  The  financial  statements
     should be read in conjunction with the financial statements included in the
     annual report of 24Holdings  Inc. and  subsidiary on Form 10-K for the year
     ended December 31, 2002.

     General:

     24Holdings  Inc.,  formerly  known  as  Scoop,  Inc.  ("24Holdings"  or the
     "Company"),  was incorporated in 1996 in the state of Delaware as an online
     news provider.  In July 1998, the Company filed a petition for relief under
     Chapter 11 of the federal  bankruptcy laws in the United States  Bankruptcy
     Court for the Central  District of California.  On October 5, 1999 pursuant
     to a Plan of  Reorganization  approved by the Bankruptcy Court, the Company
     was acquired in a reverse merger with 24STORE  (Europe)  Limited,  formerly
     known as 24STORE.com Limited ("24STORE"), whose parent company acquired 91%
     of the  outstanding  shares of the Company,  or  60,783,219 of newly issued
     shares, in exchange for all the outstanding shares of 24STORE.

     24STORE was  incorporated  July 28,  1998 in England  and Wales,  and was a
     wholly owned  subsidiary of InfiniCom AB, a publicly  listed company on the
     SBI market in Sweden,  whose  principal  activity  is that of a  consulting
     company.

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

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

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

     Basis of Presentation:

     The Company's  financial  statements  have been presented on the basis that
     the  Company  will  continue as a going  concern,  which  contemplates  the
     realization  of assets and the  satisfaction  of  liabilities in the normal
     course of  business.  The  Company  incurred  net  losses of  $827,279  and
     $167,573  during the year ended  December 31, 2002 and the six months ended
     June 30, 2003, respectively,  and has an accumulated deficit of $10,035,656
     at June 30, 2003. The Company had negative  working  capital of $986,396 at
     June 30, 2003.  These factors raise  substantial  doubt about the Company's
     ability to continue as a going concern.  Management is currently attempting
     to  decrease  operating  costs  and  enter  into new  sources  of  revenue,
     including  software sales and consulting,  and selling some assets to raise
     funds.  The financial  statements do not include any adjustments that might
     be necessary if the Company is unable to continue as a going concern.

                                      -2-
<PAGE>
                                 24HOLDINGS INC.
                         (formerly known as Scoop, Inc.)

                          NOTES TO FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2003

Recent Accounting Pronouncements:

     During April 2003,  the FASB issued SFAS 149 - "Amendment  of Statement 133
     on Derivative Instruments and Hedging Activities",  effective for contracts
     entered into or modified  after June 30,  2003,  except as stated below and
     for hedging  relationships  designated  after June 30,  2003.  In addition,
     except as stated below,  all provisions of this Statement should be applied
     prospectively.  The  provisions of this  Statement that relate to Statement
     133 Implementation Issues that have been effective for fiscal quarters that
     began prior to June 15, 2003,  should  continue to be applied in accordance
     with their  respective  effective  dates. In addition,  paragraphs 7(a) and
     23(a), which relate to forward purchases or sales of when-issued securities
     or other  securities  that do not yet  exist,  should  be  applied  to both
     existing  contracts and new contracts entered into after June 30, 2003. The
     Company does not participate in such transactions.  However, the Company is
     evaluating  the effect of this new  pronouncement,  if any,  and will adopt
     FASB 149 within the prescribed time.

     During  May  2003,  the FASB  issued  SFAS 150 -  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity",
     effective for financial  instruments entered into or modified after May 31,
     2003,  and  otherwise is effective  at the  beginning of the first  interim
     period beginning after June 15, 2003. This Statement  establishes standards
     for how an issuer  classifies and measures  certain  financial  instruments
     with  characteristics  of both liabilities and equity.  It requires that an
     issuer  classify a  freestanding  financial  instrument  that is within its
     scope as a  liability  (or an asset in some  circumstances).  Many of those
     instruments were previously classified as equity. Some of the provisions of
     this Statement are consistent with the current definition of liabilities in
     FASB  Concepts  Statement  No. 6,  Elements of  Financial  Statements.  The
     Company is evaluating the effect of this new  pronouncement  and will adopt
     FASB 150 within the prescribed time.

(2)  Principles of Consolidation:

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

     The  financial  statements  of  subsidiaries  outside the United States are
     generally  measured using the local  currency as the  functional  currency.
     Accordingly,  assets and  liabilities  are translated at year-end  exchange
     rates,  and operating  statement  items are translated at average  exchange
     rates prevailing during the year. The resulting translation adjustments are
     recorded as other comprehensive income. Exchange adjustments resulting from
     foreign  currency  transactions  are included in the  determination  of net
     loss.

(3)  Contingencies:

     On January 28, 2002, the Company's parent company, InfiniCom AB, applied to
     the  Stockholm  District  Council for  reconstruction  in  accordance  with
     Swedish law, similar to a Chapter 11 filing in the United States bankruptcy
     system.  The  parent  company   restructured  its  debt  and  emerged  from
     reconstruction during 2002. As a result, the parent company is experiencing
     difficulties  in providing funds to assist in financing the working capital
     of the Company,  including the reporting  requirements of the Company.  The
     parent company experienced a change of control during the second quarter of
     2003  and  subsequent  to June  30,  2003 has  advanced  some  funds to the
     Company.  However,  it cannot be  guaranteed  that the parent  company will
     continue  to  advance  funds  to the  Company,  either  for  operations  or
     reporting requirements.

     On July  17,  2002,  the  Company,  by way of  redundancy,  terminated  the
     employment of its  President/Chief  Executive  Officer,  with the Company's
     Board of Directors  ratifying the termination on August 12, 2002. Under the
     terms  of  the  former   President/Chief   Executive  Officer's  employment
     agreement with the operating companies, the Company paid six months' salary
     to him upon his termination.  The former President/Chief  Executive Officer
     pursued a claim  against  the  Company  in the  United  Kingdom  for unfair
     dismissal;  however,  during  March 2003 the Company  reached a  settlement
     agreement   with  the  former   President/Chief   Executive   Officer   for
     approximately $72,000, which amount has been paid as of June 30, 2003.

                                      -3-
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The following  discussion and analysis  provides  information  which  management
believes is relevant to an assessment and understanding of the Company's interim
results of operations and financial condition. This discussion should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations  included in the Company's  Annual Report on Form 10-K for
the year ended  December  31,  2002,  filed  with the  Securities  and  Exchange
Commission.

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

RESULTS OF OPERATIONS

For the Three Months ended June 30, 2003:

NET SALES.  Net sales for the three months  ended June 30, 2003 were  $2,991,615
compared to $5,930,663  for the three months ended June 30, 2002  representing a
decrease of 50%.  The main  reasons for the  reduction in the three months ended
June 30, 2003 were reduced sales to a volume export account,  and general market
weakness in the computer hardware market.

GROSS PROFIT. Gross profit for the three months ended June 30, 2003 was $368,086
compared to $490,602  for the three months  ended June 30, 2002  representing  a
decrease of 25%. Gross profits as a percentage of sales were 12.3% for the three
months ended June 30, 2003  compared to 8.3% for the three months ended June 30,
2002.  The increase in gross profit as a percentage of sales between  periods is
primarily a result of the  reduction in sales to a low margin high volume export
account, which had decreased the gross profit during the three months ended June
30, 2002, and improved product mix.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  ("SG&A")  expenses for the three months ended June 30, 2003 were
$502,419  compared to $535,341 for the three  months  ended June 30,  2002.  The
decrease is primarily attributable to a reduction in advertising expenditure and
reduction in audit/accountancy cost accruals.

INTEREST EXPENSE.  Interest expense, net of interest income for the three months
ended June 30, 2003 was $15,718  compared to $11,769 for the three  months ended
June 30, 2002.

INCOME TAXES.

There was no tax expense during either period.

For the Six Months ended June 30, 2003:

NET SALES.  Net sales for the six months  ended  June 30,  2003 were  $7,182,227
compared to  $10,903,327  for the six months ended June 30, 2002  representing a
decrease of 34%. The reduction in sales was primarily  attributable to a drop in
demand  across the  computer  market and  reduced  sales to a low margin  volume
export account in the first half of 2002. This volume export customer  accounted
for approximately 20% of net sales in the six months ended June 30, 2002.

                                      -4-
<PAGE>

GROSS  PROFIT.  Gross profit for the six months ended June 30, 2003 was $935,014
compared  to $941,890  for the six months  ended June 30,  2002  representing  a
decrease  of 1%.  Gross  profit as a  percentage  of sales was 13.0% for the six
months  ended June 30, 2003  compared to 8.6% for the six months  ended June 30,
2002.  The increase in  percentage  gross profits is primarily  attributable  to
reduced sales to the low margin volume export account, improved product mix, and
higher  margins  achieved on a new division  offering  solution  based  computer
software sales.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  ("SG&A")  expenses  for the six months  ended June 30, 2003 were
$1,073,672 compared to $1,058,924 for the six months ended June 30, 2002.

In local currency both the Parent company, and its UK subsidiaries reduced their
expenses  for the six  months  ended  June 30,  2003,  expense  reductions  were
primarily in staffing levels, and legal and professional  expenses.  Due however
to the change in US  Dollar/Pounds  Sterling  exchange  rates after  translation
there was a 2% increase in  expenses  compared to the six months  ended June 30,
2002.

INTEREST EXPENSE.  Interest  expense,  net of interest income for the six months
ended June 30,  2003 was $28,915  compared  to $28,536 for the six months  ended
June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents at June 30, 2003 were $2,305  compared to $802,891 as
of December 31,  2002.  This  decrease is primarily  due to the position of cash
advances on the revolving  line of credit at year-end and the timing of payments
to creditors at year-end and at June 30, 2003.

The cash balance has remained substantially unchanged for the three months ended
June 30, 2003,  compared to a net decrease of $174,532 in the three months ended
June 30, 2002.

In its United  Kingdom  operating  subsidiaries  the Company has (1) a revolving
line of credit based on 70% of eligible  receivables and (2) a ten year mortgage
expiring in 2008, secured by the underlying property and (3) a $75,000 overdraft
facility.  The mortgage, the revolving line of credit and the overdraft facility
bear interest at the prime rate plus 2%.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company does not hold any derivative  financial  instruments.  However,  the
Company is exposed to interest rate risk.  The Company  believes that the market
risk  arising  from  holdings  of its  financial  instruments  is not  material.
However,  all of the Company's  operations are conducted  through its subsidiary
24STORE and  denominated  in British  pounds  sterling and none of the Company's
revenues are generated in US Dollars. For consolidation purposes, the assets and
liabilities of 24STORE are converted to US 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.

Item 4. Controls and Procedures.

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

                                      -5-

<PAGE>

                                     PART II
                                OTHER INFORMATION

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

(a)  Exhibits.

     99.1      Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     99.2      Certification  Pursuant  to 18 U.S.C.  Section  1350,  as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K.

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

                                      -6-
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  August 14, 2003                 24HOLDINGS INC.

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

                                       By: /s/ Roger Woodward
                                           -------------------------------------
                                           Roger Woodward
                                           Chief Financial Officer and Secretary
                                           (Principal Accounting Officer)
<PAGE>

                                 CERTIFICATIONS

I, Michael Neame, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of 24Holdings Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

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

     4. The issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
issuer and have:

          (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the issuer's internal
control over financial reporting that occurred during the period covered by the
Annual Report that has materially affected, or is reasonably likely to
materially affect, the issuer's internal control over financial reporting; and

     5. The issuer's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):
<PAGE>

          (a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuer's ability to record, process, summarize
and report financial information; and

          (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's internal control
over financial reporting.

Date:  August 14, 2003


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

                                      -2-
<PAGE>

                                 CERTIFICATIONS

I, Roger Woodward, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of 24Holdings Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

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

     4. The issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
issuer and have:

          (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

          (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;

          (c) Evaluated the effectiveness of the issuer's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

          (d) Disclosed in this report any change in the issuer's internal
control over financial reporting that occurred during the period covered by the
Annual Report that has materially affected, or is reasonably likely to
materially affect, the issuer's internal control over financial reporting; and

     5. The issuer's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
issuer's auditors and the audit committee of the issuer's board of directors (or
persons performing the equivalent functions):
<PAGE>

          (a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuer's ability to record, process, summarize
and report financial information; and

          (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the issuer's internal control
over financial reporting.

Date:  August 14, 2003


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

                                      -4-
<PAGE>