UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2009

Commission file number:000-22281

|                                                        |                 | 
|------------------------------------------------------- | --------------- | 
|                                                        | 24HOLDINGS INC. | 
|                                                        |                 | 
|(Exact Name of Registrant as Specified in
 its Charter)

| |                                                                  |  |                                        | 
| | ---------------------------------------------------------------- |  | -------------------------------------- | 
| | Delaware                                                         |  | 33-0726608                             | 
| |                                                                  |  |                                        | 
| | (State or Other Jurisdiction of 
 Incorporation or Organization) |  | (I.R.S. Employer 
 Identification No.) | 

133 Summit Avenue, Suite 22
Summit, NJ 07901
(Address of Principal Executive Offices)

Registrants telephone number, including area
code:          (973) 635-4047

Securities registered pursuant to Section
12(b) of the Act: None

Securities registered pursuant to section
12(g) of the Act:

Common Stock, $.001 par value
(Title of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities Act. Yes o No x

Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes o No x

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

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o

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. x

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):

|                          |                            
|------------------------- | ---------------------------
|Large Accelerated Filer o | Accelerated Filer o        
|Non-accelerated filer o   | Smaller reporting company x

Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes x No o

For
the year ended December 31, 2009, the issuer had no revenues.

As
of June 30, 2009, the aggregate market value of the voting stock held by
non-affiliates of the issuer (based upon the closing price on the NASDAQ OTC
Bulletin Board of $0.75 per share) was approximately $128,649.

The
number of shares outstanding of the issuers common stock, $.001 par value, as
of March 19, 2010 was 1,244,902 shares.

DOCUMENTS INCORPORATED BY REFERENCENONE.



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24HOLDINGSINC.

Form 10-K Annual
Report
Table of Contents

|            |                                                                                                               |  |   
|----------- | ------------------------------------------------------------------------------------------------------------- |  | --
|PART I      |                                                                                                               |  |   
|            |                                                                                                              
|Item 1.     | Business                                                                                                      |  | 3 
|Item 1A.    | Risk Factors                                                                                                  |  | 7 
|Item 1B.    | Unresolved Staff Comments                                                                                     |  | 9 
|Item 2.     | Properties                                                                                                    |  | 10
|Item 3.     | Legal Proceedings                                                                                             |  | 10
|Item 4.     | [Removed and Reserved]                                                                                        |  | 10
|            |                                                                                                              
|PART II     |                                                                                                               |  |   
|            |                                                                                                              
|Item 5.     | Market for Registrants Common Equity, Related Stockholder Matters
 and Issuer Purchases of Equity Securities |  | 10
|Item 6.     | Selected Financial Data                                                                                       |  | 11
|Item 7.     | Managements Discussion and Analysis of Financial Condition and
 Results of Operations                        |  | 11
|Item 7A.    | Quantitative and Qualitative Disclosures About Market Risk                                                    |  | 12
|Item 8.     | Financial Statements and Supplementary Data                                                                   |  | 12
|Item 9.     | Change in and Disagreements with Accountants on Accounting and
 Financial Disclosure                          |  | 13
|Item 9A(T). | Controls And Procedures                                                                                       |  | 13
|Item 9B.    | Other Information                                                                                             |  | 13
|            |                                                                                                              
|PART III    |                                                                                                               |  |   
|            |                                                                                                              
|Item 10.    | Directors, Executive Officers, and Corporate Governance                                                       |  | 14
|Item 11.    | Executive Compensation                                                                                        |  | 15
|Item 12.    | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters               |  | 16
|Item 13.    | Certain Relationships and Related Transactions, and Director
 Independence                                    |  | 16
|Item 14.    | Principal Accountant Fees and Services                                                                        |  | 17
|            |                                                                                                              
|PART IV     |                                                                                                               |  |   
|            |                                                                                                              
|Item 15.    | Exhibits and Financial Statement Schedules                                                                    |  | 17

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Annual Report
on Form 10-K are forward-looking statements regarding the plans and
objectives of management for future operations. Such statements involve known
and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties.
Our plans and objectives are based, in part, on assumptions involving judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that our assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements
included in this report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein
particularly in view of the current state of our operations, the inclusion of
such information should not be regarded as a statement by us or any other
person that our objectives and plans will be achieved. Factors that could cause
actual results to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the factors set
forth herein under the headings Business, Managements Discussion and
Analysis of Financial Condition and Results of Operations and Risk Factors.
We undertake no obligation to revise or update publicly any forward-looking
statements for any reason.The terms we, our, us, or any derivative
thereof, as used herein refer to 24Holdings Inc.

2

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PART I

|        |          
|------- | ---------
|ITEM 1. | BUSINESS.

THE COMPANYS HISTORY

We are a Delaware
corporation formerly known as Scoop, Inc. In April 2001, Scoop, Inc. amended
its Certificate of Incorporation to change its name to 24Holdings Inc. (we,
our, us or 24Holdings). Prior to September 30, 2005, 24Holdings was a
holding company that conducted its business operations through its wholly owned
subsidiary 24STORE (Europe) Limited, a company incorporated under the laws of
England formerly known as 24STORE.com Limited (24STORE). 24STORE commenced
business operations in 1996 and focused on the sale of media products and
business information services. Commencing in July 1998, 24Holdings underwent
voluntary reorganization under Chapter 11 of the United States Bankruptcy Code.
In accordance with the Plan of Reorganization approved by the Bankruptcy Court
in December 1999, InfiniCom, AB, a Swedish registered company (Infinicom),
acquired 91% of the outstanding stock of 24Holdings in exchange for 100% of the
stock of 24STORE. Subsequent to Infinicoms acquisition in 1999 and until
September 30, 2005, the business operations of 24STORE, which represented all
of 24Holdings operations, were devoted to supplying business customers with
computer and electronics products.

On October 23, 2006 (the
Effective Date), we implemented a 1 for 125 reverse stock split (the Reverse
Split) of our common stock par value $0.001 per share (the Common Stock).
Pursuant to the Reverse Split, each 125 shares of Common Stock issued and
outstanding as of the Effective Date was converted into one (1) share of Common
Stock. The Reverse Split also reduced the number of shares of Common Stock into
which each share of Series A Convertible Preferred Stock, par value $.001 per
share (the Preferred Stock) could be converted from 100 shares to 0.8 shares.

All per share data herein
has been retroactively restated to reflect the Reverse Split.

CHANGE OF OWNERSHIP
TRANSACTIONS

On May 26, 2005, we entered
into a series of agreements with Infinicom in connection with our sale of all
of the outstanding stock of 24STORE (the 24STORE Sale) and separately, the
assignment of all rights and title to certain trademarks and domain names (the
IP Assets) that we held (the IP Assignment). Pursuant to the terms of the
24STORE Sale, Infinicom paid us $100,000 for our 24STORE shares and pursuant to
the IP Assignment, we paid for the IP Assets through a set-off against all
outstanding and contingent liabilities we owed to Infinicom determined as of
the closing date of the 24STORE Sale, which amounted to $603,830.

On May 26, 2005, we also
entered into a Preferred Stock Purchase Agreement with Infinicom (the
Preferred Stock Agreement) pursuant to which we sold to Infinicom 344,595
shares of our Preferred Stock in exchange for the discharge of $230,879 of
outstanding debt owed to Infinicom. Each share of the Preferred Stock is
convertible into 0.8 shares of our Common Stock at the holders option.

On May 26, 2005, Infinicom,
24Holdings, Moyo Partners, LLC (Moyo) and R&R Biotech Partners, LLC
(R&R, and together with Moyo, the Purchasers) entered into a Common
Stock Purchase Agreement (the Infinicom Sale Agreement) pursuant to which,
Infinicom agreed to sell to the Purchasers an aggregate of 873,369 shares of Common
Stock (which included shares issuable upon conversion of the Preferred Stock)
which represented approximately 83.6% of the then issued and outstanding shares
of Common Stock (the Infinicom Sale). In return, the Purchasers (i) paid to
Infinicom $500,000 in cash, and (ii) agreed that upon the occurrence of one of
several post-closing events, including a merger with one or more as yet
unidentified private unaffiliated operating companies, to cause 24Holdings to
issue to Infinicom shares of Common Stock representing 1% of the then issued
and outstanding shares of Common Stock on a fully diluted basis (the Infinicom
Additional Shares). The consummation of the Infinicom Sale was contingent on
the contemporaneous closing of the 24STORE Sale and the IP Assignment.

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On September 30, 2005,
24Holdings and Infinicom completed the transactions contemplated in the 24STORE
Sale, the IP Assignment and the Preferred Stock Agreement as described above.
Infinicom forgave the $603,830 of debt 24Holdings owed to them in consideration
of the IP Assignment.

Effective September 30,
2005, Infinicom completed the sale to the Purchasers, under the Infinicom Sale
Agreement, of 597,693 shares of Common Stock (which represented 77.7% of the
769,226 shares of Common Stock then issued and outstanding) and 344,595 shares
of Preferred Stock, constituting 83.6% in the aggregate of the then issued and
outstanding Common Stock (assuming the conversion of the Preferred Stock into
275,676 shares of Common Stock). As a result, the Purchasers acquired control
of 24Holdings from Infinicom, with R&R beneficially owning 698,696 shares
of Common Stock (assuming the conversion by R&R of 275,676 shares of
Preferred Stock into 220,541 shares of Common Stock) constituting 66.9% of the
then issued and outstanding shares of Common Stock, and Moyo in the aggregate
beneficially owning 174,674 shares of Common Stock (assuming the conversion by
Moyo of 68,919 shares of Preferred Stock into 55,135 shares of Common Stock)
constituting 16.7% of the then issued and outstanding shares of Common Stock.

Effective September 30, 2005
Urban von Euler resigned as our president and a director but remained our chief
executive officer. Also, effective September 30, 2005, Larsake Sandin resigned
as a director and each of Arnold P. Kling and Kirk M. Warshaw were appointed as
directors of 24Holdings. On November 21, 2005, effective with the filing of our
Form 10-Q for the quarter ended September 30, 2005, Mr. von Euler resigned as
chief executive officer and Mr. Kling was appointed president and treasurer and
Mr. Warshaw was appointed chief financial officer and secretary.

On November 25, 2005, the
Infinicom Sale Agreement was amended to provide, among other criteria, that the
fair market value of the Infinicom Additional Shares would be no less than
$400,000 nor more than $600,000 at the time such shares are required to be
issued to Infinicom.

On February 1, 2006, a total
of 250,000 shares of Preferred Stock were authorized for issuance to two
individuals who provided services to us. On May 12, 2006, we issued 150,000 and
100,000 shares of the Preferred Stock to Arnold P. Kling and Kirk M. Warshaw
for their services as our president and chief financial officer, respectively.
Each share of Preferred Stock was immediately convertible, at the holders
option, into 0.8 shares of Common Stock. Mr. Klings services were valued at
$11,250 and Mr. Warshaws services were valued at $7,500.

As a result of the Reverse
Split we had adequate shares of Common Stock to facilitate the conversion of
all the issued and outstanding shares of Preferred Stock. Prior to the Reverse
Split, because the conversion terms of the Preferred Stock would have required
more shares of Common Stock to be issued than were authorized and available for
issuance, $249,628 of indebtedness had been recorded on our balance sheet as a
long term liability. As a result of the Reverse Split this amount was
reclassified, pursuant to the accounting guidance, as preferred equity.

On November 29, 2006, the
holders of all the issued and outstanding shares of Preferred Stock elected to
convert all of their Preferred Stock into shares of Common Stock. As a result,
the 594,595 shares of Preferred Stock outstanding were exchanged for 475,676
shares of Common Stock.

As of December 31, 2009, our
authorized capital stock consists of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock of which 1,244,902 shares of Common Stock,
and no shares of Preferred Stock, were issued and outstanding. All shares of
Common Stock currently outstanding are validly issued, fully paid and
non-assessable.

THE COMPANY TODAY

Since September 30, 2005,
our purpose has been to serve as a vehicle to acquire an operating business and
we are currently considered a shell company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other
than to engage in a merger or acquisition transaction with a yet-to-be
identified operating company or business. We have no employees and no material
assets.

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We currently have no
definitive agreements or understandings with any prospective business
combination candidates and there are no assurances that we will find a suitable
business with which to combine. The implementation of our business objectives
is wholly contingent upon a business combination and/or the successful sale of
our securities. We intend to utilize the proceeds of any offering, any sales of
equity securities or debt securities, bank and other borrowings or a
combination of those sources to effect a business combination with a target
business which we believe has significant growth potential. While we may, under
certain circumstances, seek to effect business combinations with more than one
target business, unless additional financing is obtained, we will not have
sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.

A common reason for a target
company to enter into a merger with a shell company is the desire to establish
a public trading market for its shares. Such a company would hope to avoid the
perceived adverse consequences of undertaking a public offering itself, such as
the time delays and significant expenses incurred to comply with the various
federal and state securities law that regulate initial public offerings.

As a result of our limited
resources, unless and until additional financing is obtained we expect to have
sufficient proceeds to effect only a single business combination. Accordingly,
the prospects for our success will be entirely dependent upon the future
performance of a single business. Unlike certain entities that have the
resources to consummate several business combinations or entities operating in
multiple industries or multiple segments of a single industry, we will not have
the resources to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses. A target business may be dependent
upon the development or market acceptance of a single or limited number of products,
processes or services, in which case there will be an even higher risk that the
target business will not prove to be commercially viable.

Our officers are only
required to devote a small portion of their time (less than 10%) to our affairs
on a part-time or as-needed basis. Our officers may be entitled to receive
compensation from a target company they identify or provide services in
connection with a business combination. We expect to use outside
consultants, advisors, attorneys and accountants as necessary, none of which
will be hired on a retainer basis. We do not anticipate hiring any full-time
employees so long as we are seeking and evaluating business opportunities.

We do not expect our present
management to play any managerial role for us following a business combination.
Although we intend to scrutinize closely the management of a prospective target
business in connection with our evaluation of a business combination with a
target business, our assessment of management may be incorrect.

In evaluating a prospective
target business, we will consider several factors, including the following:

|  |                                                                                                      
|- | -----------------------------------------------------------------------------------------------------
|- | experience and skill of
 management and availability of additional personnel of the target business; 
|  |                                                                                                      
|- | costs associated with
 effecting the business combination;                                           
|  |                                                                                                      
|- | equity interest retained
 by our stockholders in the merged entity;                                  
|  |                                                                                                      
|- | growth potential of the
 target business;                                                            
|  |                                                                                                      
|- | capital requirements of
 the target business;                                                        
|  |                                                                                                      
|- | capital available to the
 target business;                                                           
|  |                                                                                                      
|- | stage of development of
 the target business;                                                        
|  |                                                                                                      
|- | proprietary features and
 degree of intellectual property or other protection of the target business;
|  |                                                                                                      
|- | the financial statements
 of the target business; and                                                
|  |                                                                                                      
|- | the regulatory environment
 in which the target business operates.                                   

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The foregoing criteria are
not intended to be exhaustive and any evaluation relating to the merits of a
particular target business will be based, to the extent relevant, on the above
factors, as well as other considerations we deem relevant. In connection with
our evaluation of a prospective target business, we anticipate that we will
conduct a due diligence review which will encompass, among other things,
meeting with incumbent management as well as a review of financial, legal and
other information.

The time and costs required
to select and evaluate a target business (including conducting a due diligence
review) and to structure and consummate the business combination (including
negotiating and documenting relevant agreements and preparing requisite
documents for filing pursuant to applicable corporate and securities laws)
cannot be determined at this time. Our president intends to devote only a very
small portion of his time to our affairs, and, accordingly, the consummation of
a business combination may require a longer time than if he devoted his full
time to our affairs. However, he will devote such time as he deems reasonably
necessary to carry out our business and affairs. The amount of time devoted to
our business and affairs may vary significantly depending upon, among other
things, whether we have identified a target business or are engaged in active
negotiation of a business combination.

We anticipate that various
prospective target businesses will be brought to our attention from various
sources, including securities broker-dealers, investment bankers, venture
capitalists, bankers and other members of the financial community, including,
possibly, the executive officers and our affiliates.

As a general rule, federal
and state tax laws and regulations have a significant impact upon the
structuring of business combinations. We will evaluate the possible tax
consequences of any prospective business combination and will endeavor to
structure a business combination so as to achieve the most favorable tax
treatment to our company, the target business and our respective stockholders.
There can be no assurance that the Internal Revenue Service or relevant state
tax authorities will ultimately assent to our tax treatment of a particular
consummated business combination. To the extent the Internal Revenue Service or
any relevant state tax authorities ultimately prevail in recharacterizing the
tax treatment of a business combination, there may be adverse tax consequences
to our company, the target business, and our respective stockholders.

We may acquire a company or
business by purchasing the securities of such company or business. However, we
do not intend to engage primarily in such activities. Specifically, we intend
to conduct our activities so as to avoid being classified as an investment
company under the Investment Company Act of 1940, as amended (the Investment
Act) and therefore avoid application of the costly and restrictive
registration and other provisions of the Investment Company Act and the
regulations promulgated thereunder.

Section 3(a) of the
Investment Company Act excepts from the definition of an investment company
an entity which does not engage primarily in the business of investing,
reinvesting or trading in securities, or which does not engage in the business
of investing, owning, holding or trading investment securities (defined as
all securities other than government securities or securities of
majority-owned subsidiaries) the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). We intend
to operate any business in the future in a manner which will result in the
availability of this exception from the definition of an investment company.
Consequently, our acquisition of a company or business through the purchase and
sale of investment securities will be limited. Although we intend to act to
avoid classification as an investment company, the provisions of the Investment
Company Act are extremely complex and it is possible that we may be classified
as an inadvertent investment company. We intend to vigorously resist
classification as an investment company, and to take advantage of any
exemptions or exceptions from application of the Investment Company Act, which
allows an entity a one-time option during any three-year period to claim an
exemption as a transient investment company. The necessity of asserting any
such resistance, or making any claim of exemption, could be time consuming and
costly, or even prohibitive, given our limited resources.

Various impediments to a
business combination may arise, such as appraisal rights afforded the
stockholders of a target business under the laws of its state of organization.
This may prove to be deterrent to a particular combination.

6

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|         |               
|-------- | --------------
|ITEM 1A. | RISK
 FACTORS.

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS
REPORT, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR
BUSINESS, OPERATIONS AND FINANCIAL CONDITION. ADDITIONAL RISKS AND
UNCERTAINTIES NOT PRESENTLY KNOWN TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR
THAT ARE SIMILAR TO THOSE FACED BY OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS
IN GENERAL, SUCH AS COMPETITIVE CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS. THE OCCURRENCE OF ANY OF THE FOLLOWING RISKS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

WE HAVE NO RECENT OPERATING
HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since September 30, 2005, we
have no operating business or plans to develop one. We are currently seeking to
enter into a merger or business combination with another company. To date, our
efforts have been limited to meeting our regulatory filing requirements and
searching for a merger target.

WE HAVE LIMITED RESOURCES
AND NO REVENUES FROM OPERATIONS, AND WILL NEED ADDITIONAL FINANCING IN ORDER TO
EXECUTE ANY BUSINESS PLAN.

We have limited resources,
no revenues from operations to date and our cash on hand may not be sufficient
to satisfy our cash requirements during the next twelve months. In addition, we
will not achieve any revenues (other than insignificant investment income)
until, at the earliest, the consummation of a merger and we cannot ascertain
our capital requirements until such time. Further limiting our abilities to
achieve revenues, in order to avoid status as an Investment Company under the
Investment Company Act, we can only invest our funds prior to a merger in
limited investments which do not invoke Investment Company status. There can be
no assurance that determinations ultimately made by us will permit us to
achieve our business objectives.

WE WILL BE ABLE TO EFFECT AT
MOST ONE MERGER, AND THUS MAY NOT HAVE A DIVERSIFIED BUSINESS.

Our resources are limited
and we will most likely have the ability to effect only a single merger. This
probable lack of diversification will subject us to numerous economic,
competitive and regulatory developments, any or all of which may have a
material adverse impact upon the particular industry in which we may operate
subsequent to the consummation of a merger. We will become dependent upon the
development or market acceptance of a single or limited number of products,
processes or services.

WE DEPEND SUBSTANTIALLY UPON
OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE ALL MANAGEMENT DECISIONS.

Our ability to effect a
merger will be dependent upon the efforts of our president, Arnold Kling.
Notwithstanding the importance of Mr. Kling, we have not entered into any
employment agreement or other understanding with Mr. Kling concerning
compensation or obtained any key man life insurance on any of his life. The
loss of the services of Mr. Kling will have a material adverse effect on our
business objectives and success. We rely upon the expertise of Mr. Kling and do
not anticipate that we will hire additional personnel.

THERE MAY BE CONFLICTS OF
INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-MANAGEMENT SHAREHOLDERS.

Conflicts of interest create
the risk that management may have an incentive to act adversely to the
interests of other investors. Our officers may be entitled to receive
compensation from a target company they identify or provide

7

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services to in connection
with a business combination. A conflict of interest may arise between our
managements personal pecuniary interest and their fiduciary duty to our
shareholders. Further, our managements own pecuniary interest may at some
point compromise their fiduciary duty to our shareholders. In addition, Messrs.
Kling and Warshaw, our officers and directors, are currently involved with
other blank check offerings and conflicts in the pursuit of business
combinations with such other blank check companies with which they and
affiliates of our majority shareholder are, and may in the future be affiliated
with, may arise. If we and the other blank check companies that our officers
and directors are affiliated with desire to take advantage of the same
opportunity, then those officers and directors that are affiliated with both
companies would abstain from voting upon the opportunity. Further, Rodman &
Renshaw, LLC, a registered broker-dealer and affiliate of our majority
shareholder (Rodman & Renshaw), may act as investment banker, placement
agent or financial consultant to us in connection with a potential business
combination transaction and may receive a fee and/or securities for such
services. We cannot assure you that conflicts of interest among us, our
management, Rodman & Renshaw and our shareholders will not develop.

THERE IS COMPETITION FOR
THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE TYPE
CONTEMPLATED BY MANAGEMENT.

We are in a highly
competitive market for a small number of business opportunities which could
reduce the likelihood of consummating a successful business combination. We are
and will continue to be an insignificant participant in the business of seeking
mergers with, joint ventures with and acquisitions of small private and public
entities. A large number of established and well-financed entities, including
small public companies and venture capital firms, are active in mergers and
acquisitions of companies that may be desirable target candidates for us.
Nearly all these entities have significantly greater financial resources,
technical expertise and managerial capabilities than we do; consequently, we
will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and consummating
a successful business combination.

FUTURE SUCCESS IS HIGHLY
DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE
ACQUISITION.

The nature of our operations
is highly speculative. The success of our plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, we cannot assure you that
we will be successful in locating candidates meeting that criterion. In the
event we complete a business combination, the success of our operations may be
dependent upon management of the successor firm or venture partner firm and
numerous other factors beyond our control.

WE HAVE NO AGREEMENT FOR A
BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no agreement with
respect to engaging in a merger with, joint venture with or acquisition of, a
private or public entity. No assurances can be given that we will successfully
identify and evaluate suitable business opportunities or that we will conclude
a business combination. Management has not identified any particular industry
or specific business within an industry for evaluation. We cannot guarantee
that we will be able to negotiate a business combination on favorable terms,
and there is consequently a risk that funds allocated to the purchase of our
shares will not be invested in a company with active business operations.

MANAGEMENT WILL CHANGE UPON
THE CONSUMMATION OF A MERGER.

After the closing of a
merger or business combination, it is likely our current management will not
retain any control or managerial responsibilities. Upon such event, Mr. Kling
and Mr. Warshaw intend to resign from their positions with us.

8

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CURRENT SHAREHOLDERS WILL BE
IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR BUSINESS COMBINATION.

Our Certificate of
Incorporation authorized the issuance of 100,000,000 shares of our Common
Stock. There are currently 98,755,098 authorized but unissued shares of Common
Stock available for issuance. To the extent that additional shares of Common
Stock are authorized and issued in connection with a merger or business
combination, our shareholders could experience significant dilution of their respective
ownership interests. Furthermore, the issuance of a substantial number of
shares of Common Stock may adversely affect prevailing market prices, if any,
for our Common Stock and could impair our ability to raise additional capital
through the sale of equity securities.

CONTROL BY EXISTING
SHAREHOLDER.

R&R beneficially owns
over 56% of the outstanding shares of our Common Stock. As a result, this
shareholder is able to exercise control over matters requiring shareholder
approval, including the election of directors, and the approval of mergers,
consolidations and sales of all or substantially all of our assets.

OUR COMMON STOCK IS A PENNY
STOCK WHICH MAY RESTRICT THE ABILITY OF STOCKHOLDERS TO SELL OUR COMMON STOCK
IN THE SECONDARY MARKET.

The SEC has adopted
regulations which generally define penny stock to be an equity security that
has a market price, as defined, of less than $5.00 per share, or an exercise
price of less than $5.00 per share, subject to certain exceptions, including an
exception of an equity security that is quoted on a national securities
exchange. Our Common Stock is not now quoted on a national exchange but is
traded on Nasdaqs OTC Bulletin Board (OTCBB). Thus, they are subject to
rules that impose additional sales practice requirements on broker-dealers who
sell these securities. For example, the broker-dealer must make a special
suitability determination for the purchaser of such securities and have
received the purchasers written consent to the transactions prior to the
purchase. Additionally, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered underwriter, and current quotations
for the securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealers presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. The penny
stock rules, may restrict the ability of our stockholders to sell our Common Stock
and warrants in the secondary market.

OUR COMMON STOCK HAS BEEN
THINLY TRADED, LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF
OUR COMMON STOCK ON A MORE LIQUID MARKET.

Our Common Stock is quoted
on the OTCBB, which provides significantly less liquidity than a securities
exchange (such as the NYSE Amex or New York Stock
Exchange) or an automated quotation system (such as the Nasdaq Global Market or
Capital Market). There is uncertainty that we will ever be accepted for a
listing on an automated quotation system or national securities exchange.

Often there is currently a
limited volume of trading in our Common Stock, and on many days there has been
no trading activity at all. The purchasers of shares of our Common Stock may
find it difficult to resell their shares at prices quoted in the market or at
all.

|         |                            
|-------- | ---------------------------
|ITEM 1B. | UNRESOLVED
 STAFF COMMENTS.

None.

9

---



|        |            
|------- | -----------
|ITEM 2. | PROPERTIES.

Our principal
offices are located at 133 Summit Avenue, Suite 22, Summit, NJ which are owned
by Kirk M. Warshaw, LLC (the LLC), an affiliated company of Kirk Warshaw, our
chief financial officer and secretary. We occupy our principal offices on a
month to month basis. On January 1, 2009, we began paying a quarterly fee of
$500 for to the LLC for the use and occupancy, and administrative services,
related to our principal offices. We do not own or intend to invest in any real
property. We currently have no policy with respect to investments or interests
in real estate, real estate mortgages or securities of, or interests in,
persons primarily engaged in real estate activities.

|        |                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------
|ITEM 3. | LEGAL PROCEEDINGS.                                                                                   
|        |                                                                                                      
|None.   |                                                                                                      
|        |                                                                                                      
|ITEM 4. | [Removed and Reserved]                                                                               
|        |                                                                                                      
|PART II
|        |                                                                                                      
|ITEM 5. | MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
 PURCHASES OF EQUITY SECURITIES.

(a) Market Information. Our Common Stock is
traded on the OTCBB market under the symbol TWFH. The following table sets
forth, for the periods indicated and as reported on the OTCBB, the high and low
bid prices for our Common Stock. Such quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission and may not necessarily
represent actual transactions.

|                |  |           |      |     |   |      |  | 
|--------------- |  | --------- | ---- | --- | - | ---- |  | 
|                |  | Bid Price |     
|                |  | High      |      | Low |  
|                |  |           |      |     |   |      | 
|2009            |  |           |      |     |   |      |  | 
|First
 Quarter  |  |           |     |     |   |     | 
|Second
 Quarter |  | $         | 0.35 |     | $ | 0.35 | 
|Third
 Quarter  |  | $         | 0.69 |     | $ | 0.00 | 
|Fourth
 Quarter |  | $         | 0.74 |     | $ | 0.00 | 
|                |  |           |      |     |   |      | 
|2008            |  |           |      |     |   |      |  | 
|First Quarter   |  | $         | 0.51 |     | $ | 0.35 | 
|Second
 Quarter |  | $         | 0.40 |     | $ | 0.35 | 
|Third
 Quarter  |  | $         | 0.60 |     | $ | 0.40 | 
|Fourth
 Quarter |  | $         | 0.60 |     | $ | 0.35 | 

(b) Holders. As of
March 19, 2010, there were 223 record holders of all of our issued and
outstanding shares of Common Stock.

10

---



(c) Dividend Policy

We have not
declared or paid any cash dividends on our Common Stock and do not intend to
declare or pay any cash dividend in the foreseeable future. The payment of
dividends, if any, is within the discretion of the Board of Directors and will
depend on our earnings, if any, our capital requirements and financial
condition and such other factors as the Board of Directors may consider.

|        |                         
|------- | ------------------------
|ITEM 6. | SELECTED FINANCIAL DATA.

As a smaller
reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of
1934, as amended (the Exchange Act), we are not required to provide the
information required by this item.

|        |                                                                                        
|------- | ---------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS.

GENERAL

Our plan is to
seek, investigate, and consummate a merger or other business combination,
purchase of assets or other strategic transaction (i.e. a merger) with a
corporation, partnership, limited liability company or other operating business
entity (a Merger Target) desiring the perceived advantages of becoming a
publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

We are not
currently engaged in any business activities that provide cash flow. The costs
of investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury.

During the
next twelve months we anticipate incurring costs related to:

| |      |                                                                                    
| | ---- | -----------------------------------------------------------------------------------
| | (i)  | filing of
 Exchange Act reports, and                                               
| |      |                                                                                    
| | (ii) | costs
 relating to identifying and consummating a transaction with a Merger Target.

We believe we
will be able to meet these costs through use of funds in our treasury and
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors.

We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public offering.

On November
22, 2005, following the filing of our 10-Q for the quarter ended September 30,
2005, Arnold P. Kling joined us as our president and Kirk M. Warshaw joined us
as our chief financial officer and secretary. Messrs. Kling and Warshaw are
only required to devote a small portion of their time (less than 10%) to our
affairs on a part-time or as-needed basis. No regular compensation has or will
be paid to any officer or director in their capacities as such. We do not
anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.

Since
September 30, 2005, we had not incurred any material costs or expenses other
than those associated with our minimal operations necessary to meet regulatory
requirements. As of December 31, 2009 we had cash on hand of $22,030 and
positive working capital of $6,521. Since we have no revenue or plans to generate
any revenue, when our accrued expenses exceed our cash on-hand we will be
dependent upon loans or contributions of capital to fund obligations in excess
of our cash.

11

---



EQUIPMENT AND
EMPLOYEES

As of December
31, 2009, we had no operating business, no equipment, and no employees. We do
not intend to develop our own operating business but instead plan to merge with
another operating company.

Results of Operations

Continuing Operating Expenses For The Fiscal
Year Ended December 31, 2009 Compared To The Fiscal Year Ended December 31,
2008

Because we
have not had any business operations since September 30, 2005, we had no
revenues during the years ended December 31, 2009 and 2008, respectively. Total
expenses for the years ended December 31, 2009 increased to $39,044, as
compared to $30,916 for the same period in 2008. The expenses incurred in 2009
and 2008 constituted professional and filing fees. The increase in expenses in
2009 is related to an increase in transfer agent fees.

Liquidity and Capital Resources

Our principal
source of operating capital recently has been provided in the form of loans and
capital contributions from our shareholders. We do not have any revenues from
any operations absent a merger or other combination with an operating company
and no assurance can be given that such a merger or other combination will
occur or that we can engage in any public or private sales of our equity or
debt securities to raise working capital. We are dependent upon future loans
from our present shareholders or management and there can be no assurances that
our present shareholders or management will make any loans to us. At December
31, 2009, we had cash of $22,030 and working capital of $6,521.

Our present
material commitments are professional and administrative fees and expenses
associated with the preparation of filings with the SEC and other regulatory
requirements. In the event that we engage in any merger or other combination
with an operating company, it is likely that we will have additional material
commitments.

Commitments

We do not have
any commitments which are required to be disclosed in tabular form as of
December 31, 2009.

Off-Balance Sheet Arrangements

As of December
31, 2009, we have no off-balance sheet arrangements such as guarantees,
retained or contingent interest in assets transferred, obligation under a
derivative instrument and obligation arising out of or a variable interest in
an unconsolidated entity.

|         |                                                            
|-------- | -----------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller
reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not
required to provide the information required by this item.

|        |                                             
|------- | --------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index
to the Financial Statements below, beginning on page F-1.

12

---



|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE.
|        |                                                                                       
|None.   |                                                                                       

|            |                         
|----------- | ------------------------
|ITEM 9A(T). | CONTROLS AND PROCEDURES.

| |     |                                                 
| | --- | ------------------------------------------------
| | (a) | Evaluation of Disclosure Controls and Procedures

Our management,
with the participation of our president and chief financial officer, carried
out an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as
of the end of the period covered by this report (the Evaluation Date). Based
upon that evaluation, the president and chief financial officer, who are our
sole officers and directors, concluded that as of the Evaluation Date, our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms and (ii) is accumulated and
communicated to our
management, including our president and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure. Our management,
including our president and chief financial officer, does not expect that our
disclosure controls and procedures or our internal controls will prevent all
errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable assurance that the objectives of the
control system are met. Further, the design of a control system must reflect
the fact that there are resource constraints and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, managements evaluation of controls and procedures can
only provide reasonable assurance that all control issues and instances of
fraud, if any, within 24Holdings have been detected.

| |     |                                                                 
| | --- | ----------------------------------------------------------------
| | (b) | Managements Report on Internal Control over Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our
management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2009. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework. Our management
has concluded that, as of December 31, 2009, our internal control over
financial reporting is effective based on these criteria. This annual report
does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Managements report was not
subject to attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only managements report
in this annual report.

| |     |                                                     
| | --- | ----------------------------------------------------
| | (c) | Changes in Internal Control over Financial Reporting

There were no
changes in our internal controls over financial reporting that occurred during
the last fiscal quarter covered by this report that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION
|         |                  
|None.    |                  

13

---



PART III

|         |                                                        
|-------- | -------------------------------------------------------
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following
table sets forth information concerning our officers and directors as of March
19, 2010:

|                 |    |     |                                                  |       | 
|---------------- | -- | --- | ------------------------------------------------ | ----- | 
|Name             |    | Age |                                                  | Title | 
|                 |    |     |                                                  |       | 
|Arnold P.
 Kling | 51 |     | President,
 treasurer and director              
|Kirk M.
 Warshaw | 51 |     | Chief
 financial officer, secretary and director

Arnold P. Kling. Mr.
Kling has served as a director since September 2005 and as our president and
treasurer since November, 2005. Mr. Kling is currently a Managing Director of
GH Venture Partners, LLC, a private equity and merchant banking boutique for
which he also served as a Managing Director and General Counsel from 1995 to
1999. From 1999 through August 2005, Mr. Kling was the President of Adelphia
Holdings, LLC, a merchant-banking firm, as well as the managing member of
several private investment funds. From 1993 to 1995 he was a senior executive
and general counsel of a Nasdaq listed licensing and multimedia company. From 1990
through 1993, Mr. Kling was an associate and partner in the corporate and
financial services department of Tannenbaum, Helpern, Syracuse &
Hirschtritt LLP, a mid-size New York law firm. Mr. Kling received a Bachelor of
Science degree from New York University in International Business in 1980 and a
Juris Doctor degree from Benjamin Cardozo School of Law in 1983. During the
past five years, Mr. Kling was a director of Enthrust Financial Services, Inc.,
n/k/a Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM). Mr. Kling
currently also serves as a Director and President of R&R Acquisition, VI,
Inc., R&R Acquisition, VII, Inc., R&R Acquisition, VIII, Inc., R&R
Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International
Enterprises I, Ltd., Rodman International Enterprise II, Ltd., and Rodman
International Enterprise III, Ltd. (each a publicly reporting, non-trading
company), Mattmar Minerals, Inc. (OTCBB: MTMS), Newtown Lane Marketing,
Incorporated (OTCBB: NTWN) and Protalex, Inc. (OTCBB: PRTX). Mr. Klings
professional experience and background with other companies and with us, as our
president and director since 2005, have given him the expertise needed to serve
as one of our directors.

Kirk M. Warshaw. Mr.
Warshaw has served as a director since September 2005 and our chief financial
officer and secretary, since November, 2005. Mr. Warshaw is a financial
professional who, since 1990, has provided clients in a multitude of different
industries with advice on accounting, corporate finance, and general business
matters. Prior to starting his own consulting firm, from 1983 to 1990, he held
the various titles of controller, Chief Financial Officer, President, and chief
executive officer at three separate financial institutions in New Jersey. From
1980 through 1983, Mr. Warshaw was a Senior Accountant at the public accounting
firm of Deloitte, Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh
University and has been a CPA in New Jersey since 1982. During the past five
years, Mr. Warshaw was a director of Empire Financial Holding Company, n/k/a
Jesup & Lamont, Inc. (NYSE AMEX: JLI). Mr. Warshaw is currently also the
Chief Financial Officer of R&R Acquisition, VI, Inc., R&R Acquisition,
VII, Inc., R&R Acquisition, VIII, Inc., R&R Acquisition IX, Inc., R&R
Acquisition X, Inc., Rodman International Enterprises I, Ltd., Rodman
International Enterprise II, Ltd., and Rodman International Enterprise III,
Ltd. (each a publicly reporting, non-trading company), Mattmar Minerals, Inc.
(OTCBB: MTMS), Newtown Lane Marketing, Incorporated (OTCBB: NTWN) and Protalex,
Inc. (OTCBB: PRTX), and a Director and the Chief Financial Officer of
24Holdings Inc. (OTCBB: TWFH). Mr. Warshaws professional experience and
background with other companies and with us, as our chief financial officer and
director since 2005, have given him the expertise needed to serve as one of our
directors.

Mr. Kling and
Mr. Warshaw are not required to commit their full time to our business affairs
and they will not devote a substantial amount of time to our business affairs.

Compensation and Audit Committees

As we only
have two board members and given our limited operations, we do not have
separate or independent audit or compensation committees. Our Board of
Directors has determined that it does not have an audit committee financial
expert, as that term is defined in Item 407(d)(5) of Regulation S-K. In
addition, we have not adopted any

14

---



procedures by
which our shareholders may recommend nominees to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a)
of the Exchange Act requires our directors and executive officers and persons
who beneficially own more than ten percent of our Common Stock (collectively,
the Reporting Persons) to report their ownership of and transactions in our
Common Stock to the SEC. Copies of these reports are also required to be
supplied to us. To our knowledge, during the fiscal year ended December 31,
2009 the Reporting Persons complied with all applicable Section 16(a) reporting
requirements.

Code of Ethics

We have not
adopted a Code of Ethics given our limited operations. We expect that our Board
of Directors following a merger or other acquisition transaction will adopt a
Code of Ethics.

|         |                        
|-------- | -----------------------
|ITEM 11. | EXECUTIVE COMPENSATION.

Messrs. Kling
and Warshaw are our sole officers and directors. Neither receives any regular
compensation for their services rendered on our behalf. Neither Mr. Kling nor
Mr. Warshaw received any compensation during the years ended December 31, 2009 and
2008. No officer or director is required to make any specific amount or
percentage of his business time available to us.

While we do
not presently anticipate engaging the services of professional firms that
specialize in finding business acquisitions on any formal basis, we may engage
such firms in the future, in which event we may be required to pay a finders
fee or other compensation. In no event, however, will we pay a finders fee or
commission to any of our officers and directors or any entity with which an
officer or director is affiliated. We do not have any incentive or stock option
plan in effect.

Director Compensation

We do not
currently pay any cash fees to our directors, nor do we pay directors expenses
in attending board meetings.

Employment Agreements

We are not a
party to any employment agreements.

15

---



|         |                                                                                                 
|-------- | ------------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
 RELATED STOCKHOLDER MATTERS.

The following
table sets forth certain information as of March 19, 2010 regarding the number
and percentage of our Common Stock (being our only voting securities)
beneficially owned by each officer, director, each person (including any
group as that term is used in Section 13(d)(3) of the Exchange Act) known by
us to own 5% or more of our Common Stock, and all officers and directors as a
group.

|                                                                                                                        |  |                                                  |  |  |                          | 
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------ |  |  | ------------------------ | 
|Name of Beneficial Owner                                                                                                |  | Shares of
 Common Stock
 Beneficially
 Owned (1) |  |  | Percentage of
 Ownership | 
|                                                                                                                        |  |                                                  |  |  |                          | 
|R&R
 Biotech Partners, LLC 
 1270 Avenue of the Americas  20th Floor 
 New York, NY 10020
 Attention: David Horin, CFO |  | 698,696                                          |  |  | 56.1%                    | 
|                                                                                                                        |  |                                                  |  |  |                          | 
|Moyo
 Partners, LLC (2)
 c/o Arnold P. Kling 
 712 Fifth Avenue  11th Floor 
 New York, NY 10019                       |  | 174,674                                          |  |  | 14.0%                    | 
|                                                                                                                        |  |                                                  |  |  |                          | 
|Arnold P.
 Kling (3)
 712 Fifth Avenue  11th Floor 
 New York, NY 10019                                                |  | 294,674                                          |  |  | 23.7%                    | 
|                                                                                                                        |  |                                                  |  |  |                          | 
|Kirk M.
 Warshaw (4)
 47 School Avenue 
 Chatham, NJ 07928                                                              |  | 80,000                                           |  |  | 6.4%                     | 
|                                                                                                                        |  |                                                  |  |  |                          | 
|All
 Directors and Officers (2 persons) as a group                                                                      |  | 374,674                                          |  |  | 30.1%                    | 
|                                                                                                                        |  |                                                  |  |  |                          | 
|                                                                                                                        |  |                                                  |  |  |                          | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unless
 otherwise indicated, we have been advised that all individuals or entities
 listed have the sole power to vote and dispose of the number of shares set
 forth opposite their names. For purposes of computing the number and
 percentage of shares beneficially owned by a security holder, any shares
 which such person has the right to acquire within 60 days of March 19, 2010
 are deemed to be outstanding, but those shares are not deemed to be
 outstanding for the purpose of computing the percentage ownership of any
 other security holder.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(2) | Arnold
 P. Kling, our president and a director, controls Moyo Partners, LLC and
 therefore is the beneficial owner of the shares held by this entity.                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | Includes
 all the shares held by Moyo Partners, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(4) | Mr.
 Warshaw is our chief financial officer, secretary and a director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

We currently
do not have any equity compensation plans.

|         |                                                                            
|-------- | ---------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
 INDEPENDENCE.

Our Board of
Directors consists of Arnold Kling and Kirk Warshaw. Neither of them are
independent as such term is defined by a national securities exchange or an
inter-dealer quotation system. During the fiscal year ended December 31, 2009,
R&R Biotech Partners, LLC made a $51,026 capital contribution to us.

16

---



On January 29,
2009, we entered into an agreement with Kirk M. Warshaw, LLC (the LLC) for
the use and occupancy, and administrative services, related to our principal
offices. The agreement provides for quarterly payments from us to the LLC of
$500. The effective date of the agreement is January 1, 2009. Kirk Warshaw, our
chief financial officer, is a managing member of the LLC.

|         |                                        
|-------- | ---------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Sherb &
Co., LLP (Sherb & Co.) is our independent registered public accounting
firm.

Audit Fees

The aggregate
fees billed by Sherb & Co. for professional services rendered for the audit
of our annual financial statements and review of financial statements included
in our quarterly reports on Form 10-Q or services that are normally provided in
connection with statutory and regulatory filings were $13,500 and $13,500 for
the fiscal years ended December 31, 2009 and 2008, respectively.

Audit-Related Fees

There were no
fees billed by Sherb & Co. for assurance and related services that are
reasonably related to the performance of the audit or review of our financial
statements for the fiscal years ended December 31, 2009 and 2008, respectively.

Tax Fees

The aggregate
fees billed by Sherb & Co. for professional services for tax compliance,
tax advice, and tax planning were $1,500 and $1,500 for the fiscal years ended
December 31, 2009 and 2008, respectively. These fees were incurred for the
preparation of our tax returns.

All Other Fees

There were no
fees billed by Sherb & Co. for other products and services for the fiscal
years ended December 31, 2009 and 2008, respectively.

Pre-Approval Policy

We do not
currently have a standing audit committee. The above services were approved by
our Board of Directors.

PART
IV

Item 15. Exhibits
and Financial Statement Schedules

(a)
The following documents are filed as part of this Report:

1.
Financial Statements. The
following financial statements and the report of our independent registered
public accounting firm, are filed herewith.

| |   |                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------
| |  | Report of
 Independent Registered Public Accounting Firm (Sherb & Co.-2009 and 2008)                                
|
| |  | Balance
 Sheets at December 31, 2009 and 2008                                                                       
|
| |  | Statements
 of Operations for the years ended December 31, 2009 and 2008                                            
|
| |  | Statements
 of Changes in Shareholders Equity (Deficit) for the period from December 31,
 2005 to December 31, 2009
|
| |  | Statements of
 Cash Flows for the years ended December 31, 2009 and 2008                                            
|
| |  | Notes to
 Financial Statements                                                                                      

17

---



2. Financial Statement Schedules.

Schedules are
omitted because the information required is not applicable or the required
information is shown in the financial statements or notes thereto.

3. Exhibits Incorporated by Reference or Filed with this
Report.

|        |  |                                                                                                      |             | 
|------- |  | ---------------------------------------------------------------------------------------------------- | ----------- | 
|Exhibit |  |                                                                                                     
|No.     |  |                                                                                                      | Description | 
|        |  |                                                                                                      |             | 
|3.1     |  | Certificate
 of Designations, Rights and Preferences of Series A Preferred Stock $.001 Par
 Value(1)
|       
|3.2     |  | Certificate
 of Incorporation (2)                                                                   
|       
|3.3     |  | Certificate
 of Amendment of the Certificate of Incorporation dated October 20, 1999 (2)            
|       
|3.4     |  | Certificate
 of Amendment of the Certificate of Incorporation dated April 1, 2001 (2)               
|       
|3.5     |  | By-Laws of
 the Company(3)                                                                          
|       
|3.6     |  | Certificate
 of Amendment of the Bylaws of the Company (3)                                          
|       
|3.7     |  | Certificate
 of Amendment of the Certificate of Incorporation dated October 11, 2006 (5)            
|       
|4.1     |  | Form of
 Common Stock Certificate(4)                                                                
|       
|10.1    |  | Occupancy
 Agreement between 24Holdings and Kirk M. Warshaw, LLC (6)                                
|       
|31.1    |  | Chief
 Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley
 Act of 2002*  
|       
|31.2    |  | Chief
 Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley
 Act of 2002*  
|       
|32.1    |  | Chief
 Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley
 Act of 2002.* 
|       
|32.2    |  | Chief
 Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley
 Act of 2002.* 

---

*Included
herewith


|    |                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously
 filed as an Exhibit in the companys Current Report on Form 8-K, filed on
 October 6, 2005, and incorporated herein by reference.                                       
|   
|(2) | Previously
 filed as an Exhibit in the companys Annual Report on Form 10-K, filed on
 April 13, 2001, and incorporated herein by reference.                                        
|   
|(3) | Previously
 filed as an Exhibit in the companys Annual Report on Form 10-K, filed on
 February 21, 2001, and incorporated herein by reference.                                     
|   
|(4) | Previously
 filed as an Exhibit in the companys Registration Statement on Form SB-2
 (Registration No. 333-15129), filed on October 30, 1996 and incorporated
 herein by reference.
|   
|(5) | Previously
 filed as an Exhibit in the companys quarterly report on Form 10-QSB for the
 period ended September 30, 2006, and incorporated herein by this reference.               
|   
|(6) | Previously filed as an Exhibit in the companys Annual Report on Form 10-K,
 filed on February 23, 2009 and incorporated herein by reference.                                       

18

---



SIGNATURES

In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                      |                             |                     | 
|--------------------- | --------------------------- | ------------------- | 
|                      | 24Holdings
 Inc.           
|Date: March
 19, 2010 |                             |                    
|                      | By:                         | /s/Arnold P.
 Kling | 
|                      |                             |                     | 
|                      | Arnold P.
 Kling, President

In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|                      |                                                                                                      |                     | 
|--------------------- | ---------------------------------------------------------------------------------------------------- | ------------------- | 
|Date: March
 19, 2010 |                                                                                                      |                    
|                      | By:                                                                                                  | /s/Arnold P.
 Kling | 
|                      |                                                                                                      |                     | 
|                      | Arnold P.
 Kling, President and Director 
 (Principal Executive Officer)                            
|                      |                                                                                                      |                    
|Date: March
 19, 2010 |                                                                                                      |                    
|                      | By:                                                                                                  | /s/Kirk M.
 Warshaw | 
|                      |                                                                                                      |                     | 
|                      | Kirk M.
 Warshaw, Chief Financial Officer and Director
 (Principal Financial and Accounting Officer)

19

---



24Holdings Inc.

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                    |  |              |     
|------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----
|                                                                                                                    |  |              | Page
|                                                                                                                    |  |              |     
|                                                                                                                   
|REPORT OF INDEPENDENT REGISTERED PUBLIC
 ACCOUNTING FIRM                                                            |  | F-2         
|                                                                                                                    |  |             
|FINANCIAL STATEMENTS                                                                                                |  |             
|                                                                                                                    |  |             
|Balance Sheets as of December 31, 2009 and
 2008                                                                    |  | F-3         
|                                                                                                                    |  |             
|Statements of Operations for the years ended
 December 31, 2009 and 2008                                            |  | F-4         
|                                                                                                                    |  |             
|Statements of Changes in Shareholders
 Equity (Deficit) for the period from December 31, 2005 to December 31, 2009 |  | F-5         
|                                                                                                                    |  |             
|Statements of Cash Flows for the years ended
 December 31, 2009 and 2008                                            |  | F-6         
|                                                                                                                    |  |             
|NOTES TO FINANCIAL STATEMENTS                                                                                       |  | F-7
 to F-13

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Shareholders and Directors
24Holdings Inc. Chatham, New Jersey

We have
audited the accompanying balance sheets of 24Holdings Inc. as of December 31,
2009 and 2008, and the related statements of operations, shareholders equity
(deficit), cash flows for each of the years then ended December 31, 2009 and
2008. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 24Holdings Inc. as of December 31,
2009 and 2008, and the results of its operations and its cash flows for each of
the years then ended December 31, 2009 and 2008, in conformity with accounting
principles generally accepted in the United States.

| |                              
| | -----------------------------
| | /s/SHERB
 & CO, LLP          
| |                              
| | Certified
 Public Accountants

New York, NY

March 16, 2010

F-2

---



24HOLDINGS INC.
BALANCE SHEETS

|                                                                                                                                       |  |             |             |      |   |             |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | ---- | - | ----------- | -
|                                                                                                                                       |  | December 31 |            
|                                                                                                                                       |  |             |            
|                                                                                                                                       |  | 2009        |             | 2008 |  
|                                                                                                                                       |  |             |             |      |  
|ASSETS                                                                                                                                 |  |             |             |      |   |             |  
|Cash                                                                                                                                   |  | $           | 22,030      |      | $ | 16,339      |  
|                                                                                                                                       |  |             |             |      |   |             |  
|                                                                                                                                       |  |             |             |      |   |             |  
|TOTAL CURRENT ASSETS                                                                                                                   |  | $           | 22,030      |      | $ | 16,339      |  
|                                                                                                                                       |  |             |             |      |   |             |  
|                                                                                                                                       |  |             |             |      |   |             |  
|LIABILITIES
 AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                        |  |             |             |      |   |             |  
|                                                                                                                                       |  |             |             |      |   |             |  
|Accrued expenses                                                                                                                       |  | $           | 15,509      |      | $ | 21,801      |  
|                                                                                                                                       |  |             |             |      |   |             |  
|                                                                                                                                       |  |             |             |      |   |             |  
|TOTAL CURRENT LIABILITIES                                                                                                              |  |             | 15,509      |      |   | 21,801      |  
|                                                                                                                                       |  |             |             |      |   |             |  
|                                                                                                                                       |  |             |             |      |   |             |  
|COMMITMENTS AND
 CONTINGENCIES                                                                                                         |  |             |            |      |   |            |  
|                                                                                                                                       |  |             |             |      |   |             |  
|SHAREHOLDERS EQUITY
 (DEFICIT):                                                                                                       |  |             |             |      |   |             |  
|Preferred stock; $0.001 par value, 5,000,000 authorized in 2009 and
 2008 respectively, none issued                                    |  |             |            |      |   |            |  
|Common stock, $.001 par value; 100,000,000 shares authorized,
 1,244,902 shares issued and outstanding for 2009 and 2008, respectively |  |             | 1,245       |      |   | 1,245       |  
|Additional paid-in capital                                                                                                             |  |             | 10,753,384  |      |   | 10,702,358  |  
|Accumulated deficit                                                                                                                    |  |             | (10,748,108 | )    |   | (10,709,065 | )
|                                                                                                                                       |  |             |             |      |   |             |  
|Total shareholders equity (deficit)                                                                                                   |  |             | 6,521       |      |   | (5,462      | )
|                                                                                                                                       |  |             |             |      |   |             |  
|                                                                                                                                       |  |             |             |      |   |             |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)                                                                                   |  | $           | 22,030      |      | $ | 16,339      |  
|                                                                                                                                       |  |             |             |      |   |             |  

The accompanying notes are an integral part of these financial
statements.

F-3

---



24HOLDINGS INC.STATEMENTS
OF OPERATIONS

|                                                              |  |                           |           |      |   |           |  
|------------------------------------------------------------- |  | ------------------------- | --------- | ---- | - | --------- | -
|                                                              |  | Year Ended 
 December 31, |          
|                                                              |  |                           |          
|                                                              |  | 2009                      |           | 2008 |  
|                                                              |  |                           |          
|Revenues                                                      |  | $                         |          |      | $ |          |  
|                                                              |  |                           |           |      |   |           |  
|                                                              |  |                           |           |      |   |           |  
|Expenses                                                      |  |                           |           |      |   |           |  
|General and administrative                                    |  |                           | 39,044    |      |   | 30,916    |  
|                                                              |  |                           |           |      |   |           |  
|Total expenses                                                |  |                           | 39,044    |      |   | 30,916    |  
|                                                              |  |                           |           |      |   |           |  
|Net loss                                                      |  | $                         | (39,044   | )    | $ | (30,916   | )
|                                                              |  |                           |           |      |   |           |  
|                                                              |  |                           |           |      |   |           |  
|Basic and diluted loss per
 share                             |  | $                         | (0.03     | )    | $ | (0.02     | )
|                                                              |  |                           |           |      |   |           |  
|                                                              |  |                           |           |      |   |           |  
|Weighted average number of
 common shares  basic and diluted |  |                           | 1,244,902 |      |   | 1,244,902 |  
|                                                              |  |                           |           |      |   |           |  

The accompanying notes are an integral part of these financial
statements.

F-4

---



24HOLDINGS
INCSTATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (DEFICIT)

|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|----------------------------------------- |  | --------------- | - | ------------ | - | ---------------------------- |  | -------------------- | --------- | ---------------------------------------- | - | ----- |  | - | ---------- |  | - | ----------- | - | - | ------- | -
|                                          |  |                 |   |              |   | Additional
 Paid-in
 Capital |  | Accumulated
 Deficit |           | Total 
 Shareholders
 Equity
 (Deficit) |  
|                                          |  | Preferred Stock |   | Common Stock |   |                              |  |                     
|                                          |  |                 |   |              |   |                              |  |                     
|                                          |  | Shares          |   | Amount       |   | Shares                       |  | Amount               |           |                                          |   |      
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|Balance at December 31, 2007              |  |                 |  |              |   |                             |  |                      | 1,244,902 |                                          |   | 1,245 |  |   | 10,687,358 |  |   | (10,678,148 | ) |   | 10,455  |  
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|Capital Contribution                      |  |                 |  |              |   |                             |  |                      |          |                                          |   |      |  |   | 15,000     |  |   |            |   |   | 15,000  |  
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|Net loss for year ended December 31, 2008 |  |                 |  |              |   |                             |  |                      |          |                                          |   |      |  |   |           |  |   | (30,916     | ) |   | (30,916 | )
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |           
|Balance at December 31, 2008              |  |                 |  |              |   |                             |  |                      | 1,244,902 |                                          |   | 1,245 |  |   | 10,702,358 |  |   | (10,709,064 | ) |   | (5,461  | )
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|Capital Contribution                      |  |                 |  |              |   |                             |  |                      |          |                                          |   |      |  |   | 51,026     |  |   |            |   |   | 51,026  |  
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|Net loss for year ended December 31, 2009 |  |                 |  |              |   |                             |  |                      |          |                                          |   |      |  |   |           |  |   | (39,044     | ) |   | (39,044 | )
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  
|Balance at December 31, 2009              |  |                 |  |              | $ |                             |  |                      | 1,244,902 |                                          | $ | 1,245 |  | $ | 10,753,384 |  | $ | (10,748,108 | ) | $ | 6,521   |  
|                                          |  |                 |   |              |   |                              |  |                      |           |                                          |   |       |  |   |            |  |   |             |   |   |         |  

The accompanying notes are an integral part
of these financial statements.

F-5

---



24HOLDINGS INC.
STATEMENTS OF CASH FLOWS

|                                                   |                      |                          |         |        |   |         |        | 
|-------------------------------------------------- | -------------------- | ------------------------ | ------- | ------ | - | ------- | ------ | 
|                                                   |                      | Year Ended
 December 31, |        
|                                                   |                      |                          |        
|                                                   |                      | 2009                     |         | 2008   |  
|                                                   |                      |                          |         |        |  
|                                                   |                      |                          |         |        |  
|CASH FLOWS
 FROM OPERATING ACTIVITIES              |                      |                          |         |        |   |         |       
|Net loss                                           |                      | $                        | (39,044 | )      | $ | (30,916 | )     
|Changes in
 operating assets and liabilities       |                      |                          |         |        |   |         |       
|Increase
 (decrease) in accrued expenses           |                      |                          | (6,291  | )      |   | 3,651   |       
|                                                   |                      |                          |         |        |   |         |       
|NET CASH
 USED IN OPERATING ACTIVITIES             |                      |                          | (45,335 | )      |   | (27,265 | )     
|                                                   |                      |                          |         |        |   |         |       
|                                                   |                      |                          |         |        |   |         |       
|CASH FLOWS
 FROM INVESTING ACTIVITIES              |                      |                          |        |        |   |        |       
|                                                   |                      |                          |         |        |   |         |       
|                                                   |                      |                          |         |        |   |         |       
|CASH FLOWS
 FROM FINANCING ACTIVITIES              |                      |                          |         |        |   |         |       
|                                                   | Contributed
 Capital |                          |         | 51,026 |   |         | 15,000 | 
|                                                   |                      |                          |         |        |   |         |       
|NET CASH
 PROVIDED BY FINANCING ACTIVITIES         |                      |                          | 51,026  |        |   | 15,000  |       
|                                                   |                      |                          |         |        |   |         |       
|                                                   |                      |                          |         |        |   |         |       
|NET DECREASE
 IN CASH AND CASH EQUIVALENTS         |                      |                          | 5,691   |        |   | (12,265 | )     
|                                                   |                      |                          |         |        |   |         |       
|CASH AND
 CASH EQUIVALENTS AT BEGINNING OF YEAR    |                      |                          | 16,339  |        |   | 28,604  |       
|                                                   |                      |                          |         |        |   |         |       
|CASH AND
 CASH EQUIVALENTS AT END OF YEAR          |                      | $                        | 22,030  |        | $ | 16,339  |       
|                                                   |                      |                          |         |        |   |         |       
|                                                   |                      |                          |         |        |   |         |       
|SUPPLEMENTAL
 DISCLOSURE OF CASH FLOWS INFORMATION |                      |                          |         |        |   |         |       
|                                                   | Interest
 paid       |                          | $       |       |   | $       |       | 
|                                                   |                      |                          |         |        |   |         |        | 
|                                                   | Income taxes         |                          | $       |       |   | $       |       | 
|                                                   |                      |                          |         |        |   |         |       

The accompanying notes are an integral part
of these financial statements.

F-6

---



24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF
COMPANY:

We are a Delaware
corporation formerly known as Scoop, Inc. In April 2001 Scoop, Inc. amended its
Certificate of Incorporation to change its name to 24Holdings Inc. (we,
our, us, 24Holdings or the Company). Prior to September 30, 2005,
24Holdings was a holding company that conducted its business operations through
its wholly owned subsidiary 24STORE (Europe) Limited, a company incorporated
under the laws of England formerly known as 24STORE.com Limited (24STORE).
24STORE commenced business operations in 1996 and focused on the sale of media
products and business information services. Commencing in July 1998, the
Company underwent voluntary reorganization under Chapter 11 of the United
States Bankruptcy Code. In accordance with the Plan of Reorganization approved
by the Bankruptcy Court in December 1999, InfiniCom, AB, a Swedish registered
company (Infinicom), acquired 91% of the outstanding stock of the Company in
exchange for 100% of the stock of 24STORE. Subsequent to Infinicoms
acquisition in 1999 and until September 30, 2005, the business operations of
24STORE, which represented all of the Companys operations, were devoted to
supplying business customers with computer and electronics products.

On October 23, 2006 (the
Effective Date), the Company implemented a 1 for 125 reverse stock split (the
Reverse Split) of its common stock par value $0.001 per share (the Common
Stock). Pursuant to the Reverse Split, each 125 shares of Common Stock issued
and outstanding as of the Effective Date was converted into one (1) share of
Common Stock. The Reverse Split also reduced the number of shares of Common
Stock into which each share of our Series A Convertible Preferred Stock, par
value $0.001 (the Preferred Stock) could be converted from 100 shares to 0.8
shares. All per share data herein has been retroactively restated to reflect
the Reverse Split.

Since September 30, 2005, our
purpose has been to serve as a vehicle to acquire an operating business and we
are currently considered a shell company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other
than to engage in a merger or acquisition transaction with a yet-to-be
identified operating company or business. We have no employees and no material
assets.

CHANGE OF OWNERSHIP
TRANSACTIONS

On May 26, 2005, we entered
into a series of agreements with Infinicom in connection with our sale of all
of the outstanding stock of 24STORE (the 24STORE Sale) and separately, the
assignment of all rights and title to certain trademarks and domain names (the
IP Assets) that we held (the IP Assignment). Pursuant to the terms of the
24STORE Sale, Infinicom paid us $100,000 for our 24STORE shares and pursuant to
the IP Assignment, we paid for the IP Assets through a set-off against all
outstanding and contingent liabilities we owed to Infinicom determined as of
the closing date of the 24STORE Sale, which amounted to $603,830.

F-7

---



24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF
COMPANY (continued):

On May 26, 2005, we also
entered into a Preferred Stock Purchase Agreement with Infinicom (the
Preferred Stock Agreement) pursuant to which we sold to Infinicom 344,595
shares of Preferred Stock in exchange for the discharge of $230,879 of
outstanding debt owed to Infinicom. Each share of the Preferred Stock is
convertible into 0.8 shares of our Common Stock at the holders option.

On May 26, 2005, Infinicom,
24Holdings, Moyo Partners, LLC (Moyo) and R&R Biotech Partners, LLC
(R&R, and together with Moyo, the Purchasers) entered into a Common
Stock Purchase Agreement (the Infinicom Sale Agreement) pursuant to which,
Infinicom agreed to sell to the Purchasers an aggregate of 873,369 shares of
Common Stock (which included shares issuable upon conversion of the Preferred
Stock) which represented approximately 83.6% of the then issued and outstanding
shares of Common Stock (the Infinicom Sale). In return, the Purchasers (i)
paid to Infinicom $500,000 in cash, and (ii) agreed that upon the occurrence of
one of several post-closing events, including a merger with one or more as yet
unidentified private unaffiliated operating companies, to cause 24Holdings to
issue to Infinicom shares of Common Stock representing 1% of the then issued
and outstanding shares of Common Stock on a fully diluted basis (the Infinicom
Additional Shares). The consummation of the Infinicom Sale was contingent on
the contemporaneous closing of the 24STORE Sale and the IP Assignment.

On September 30, 2005,
24Holdings and Infinicom completed the transactions contemplated in the 24STORE
Sale, the IP Assignment and the Preferred Stock Agreement as described above.
Infinicom forgave the $603,830 of debt 24Holdings owed to them in consideration
of the IP Assignment.

Effective September 30,
2005, Infinicom completed the sale to the Purchasers, under the Infinicom Sale Agreement, of
597,693 shares of Common Stock (which represented 77.7% of the 769,226 shares
of Common Stock then issued and outstanding) and 344,595 shares of Preferred
Stock, constituting 83.6% in the aggregate of the then issued and outstanding
Common Stock (assuming the conversion of the Preferred Stock into 275,676
shares of Common Stock). As a result, the Purchasers acquired control of
24Holdings from Infinicom, with R&R beneficially owning 698,696 shares of
Common Stock (assuming the conversion by R&R of 275,676 shares of Preferred
Stock into 220,541 shares of Common Stock) constituting 66.9% of the then
issued and outstanding shares of Common Stock, and Moyo in the aggregate
beneficially owning 174,674 shares of Common Stock (assuming the conversion by
Moyo of 68,919 shares of Preferred Stock into 55,135 shares of Common Stock)
constituting 16.7% of the then issued and outstanding shares of Common Stock.

F-8

---



24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF
COMPANY (continued):

Effective September 30, 2005
Urban von Euler resigned as our president and a director but remained our chief
executive officer. Also, effective September 30, 2005, Larsake Sandin resigned
as a director and each of Arnold P. Kling and Kirk M. Warshaw were appointed as
directors of 24Holdings. On November 21, 2005, effective with the filing of our
Form 10-Q for the quarter ended September 30, 2005, Mr. von Euler resigned as
chief executive officer and Mr. Kling was appointed president and treasurer and
Mr. Warshaw was appointed chief financial officer and secretary. As of that
same date, 24Holdings relocated its headquarters to Chatham, New Jersey.

On November 25, 2005, the
Infinicom Sale Agreement was amended to provide, among other criteria, that the
fair market value of the Infinicom Additional Shares would be no less than
$400,000 or more than $600,000 at the time such shares are required to be
issued to Infinicom.

On February 1, 2006, a total
of 250,000 shares of Preferred Stock were authorized for issuance to two
individuals who provided services to the Company. On May 12, 2006, we issued
150,000 and 100,000 shares of the Preferred Stock to Arnold P. Kling and Kirk
M. Warshaw for their services as the Companys president and chief financial
officer, respectively. Each share of Preferred Stock is immediately
convertible, at the holders option, into 0.8 shares of Common Stock. Mr.
Klings services were valued at $11,250 and Mr. Warshaws services were valued
at $7,500.

As a result of the Reverse
Split we had adequate shares of Common Stock to facilitate the conversion of
all the issued and outstanding shares of Preferred Stock. Prior to the Reverse
Split, because the conversion terms of the Preferred Stock would have required
more shares of Common Stock to be issued than were authorized and available for
issuance, $249,628 of indebtedness had been recorded on our balance sheet as a
long term liability. As a result of the Reverse Split this amount was reclassified,
pursuant to the accounting guidance, as preferred equity.

On November 29, 2006, the
holders of all the issued and outstanding shares of Preferred Stock elected to
convert all of their Preferred Stock into shares of Common Stock. As a result,
the 594,595 shares of Preferred Stock outstanding were exchanged for 475,676
shares of Common Stock.

As of December 31, 2009, our
authorized capital stock consists of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock of which 1,244,902 shares of Common Stock,
and no shares of Preferred Stock, are issued and outstanding. All shares of
Common Stock currently outstanding are validly issued, fully paid and
non-assessable.

During the years ended December
31, 2009 and 2008, R&R Biotech Partners, LLC made $51,026 and $15,000 capital contributions, respectively, to
the Company.

F-9

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24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 1 - DESCRIPTION OF
COMPANY (continued):

THE COMPANY TODAY

Since September 30, 2005,
our purpose has been to serve as a vehicle to acquire an operating business and
we are currently considered a shell company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other
than to engage in a merger or acquisition transaction with a yet-to-be
identified operating company or business. We have no employees and no material
assets.

NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:

The Companys accounting
policies are in accordance with accounting principles generally accepted in the
United States of America. Outlined below are those policies considered
particularly significant.

| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Use of Estimates:          
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | In preparing financial
 statements in accordance with accounting principles generally accepted in the
 United States of America, management makes certain estimates and assumptions,
 where applicable, that affect the reported amounts of assets and liabilities
 and disclosures of contingent assets and liabilities at the date of the
 financial statements, as well as the reported amounts of revenues and
 expenses during the reporting period. While actual results could differ from
 those estimates, management does not expect such variances, if any, to have a
 material effect on the financial statements.
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) Statements of Cash
 Flows: 
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | For purposes of the
 statements of cash flows the Company considers all highly liquid investments
 purchased with a remaining maturity of three months or less to be cash
 equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (c) Earnings (Loss) Per
 Share:
| |                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                 | Basic earnings (loss) per
 share has been computed on the basis of the weighted average number of common
 shares outstanding during each period presented according to the the
 Financial Accounting Standards Boards (FASB) guidance for EARNINGS PER
 SHARE. Diluted earnings (loss) per share reflects the potential dilution
 that could occur if options or other contracts to issue shares of common
 stock were exercised or converted to common stock as long as the effect of
 their inclusion is not anti-dilutive. We currently have no options or
 contracts to issue shares of common stock outstanding.     

F-10

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24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 2 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued):

| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) Income Taxes:                 
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The asset and liability
 method is used in accounting for income taxes. Under this method, deferred
 tax assets and liabilities are recognized for operating loss and tax credit
 carry forwards and for the future tax consequences attributable to
 differences between the financial statement carrying amounts of existing
 assets and liabilities and their respective tax bases. Deferred tax assets
 and liabilities are measured using enacted tax rates expected to apply to
 taxable income in the years in which those temporary differences are expected
 to be recovered or settled. The effect on deferred tax assets and liabilities
 of a change in tax rates is recognized in the results of operations in the
 period that includes the enactment date. A valuation allowance is recorded to
 reduce the carrying amounts of deferred tax assets unless it is more likely
 than not that such assets will be realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) Financial Instruments         
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The estimated fair values
 of all reported assets and liabilities which represent financial instruments,
 none of which are held for trading purposes, approximate their carrying value
 because of the short term maturity of these instruments or the stated
 interest rates are indicative of market interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) Equity Based
 Compensation    
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | The accounting guidance
 for Share Based Payments requires the recognition of the fair value of
 employee stock options and similar awards and applies to all outstanding and
 vested stock-based awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | In computing the impact,
 the fair value of each option is estimated on the date of grant based on the
 Black-Scholes options-pricing model utilizing certain assumptions for a risk
 free interest rate; volatility; and expected remaining lives of the awards.
 The assumptions used in calculating the fair value of share-based payment
 awards represent managements best estimates, but these estimates involve
 inherent uncertainties and the application of management judgment. As a
 result, if factors change and the Company uses different assumptions, the
 Companys stock-based compensation expense could be materially different in
 the future. In addition, the Company is required to estimate the expected
 forfeiture rate and only recognize expense for those shares expected to vest.
 In estimating the Companys forfeiture rate, the Company analyzed its historical
 forfeiture rate, the remaining lives of unvested options, and the amount of
 vested options as a percentage of total options outstanding. If the Companys
 actual forfeiture rate is materially different from its estimate, or if the
 Company reevaluates the forfeiture rate in the future, the stock-based
 compensation expense could be significantly different from what we have
 recorded in the current period. The last equity based compensation issued by
 the Company was more than two years ago and such shares were fully vested
 upon issuance, hence an expense was recorded at that time.
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) New Accounting
 Pronouncements
| |                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                    | All new accounting
 pronouncements issued but not yet effective have been reviewed and determined
 to be not applicable. As a result, the adoption of such new accounting
 pronouncements, when effective, is not expected to have a material impact on
 the financial position of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-11

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24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 3 - SHAREHOLDERS
EQUITY (DEFICIT):

On the Effective Date, the
Company implemented the Reverse Split of its Common Stock. Pursuant to the
Reverse Split, each 125 shares of Common Stock issued and outstanding as of the
Effective Date were converted into one (1) share of Common Stock. The Reverse
Split also reduced the number of shares of Common Stock into which each share
of Preferred Stock could be converted from 100 shares to 0.8 shares. All per
share data herein has been retroactively restated to reflect the Reverse Split.

On September 30, 2005, Moyo
Partners, LLC and R&R Biotech Partners, LLC purchased 597,693 shares of
Common Stock and 344,595 shares of Preferred Stock from Infinicom, AB in
exchange for aggregate gross proceeds of $500,000 and 1% of our outstanding
shares following the occurrence of one of several possible post-closing
corporate events. The Common Stock acquired represented 77.7% of the shares of
Common Stock then outstanding and together with the shares of Preferred Stock
constituted 83.6% in the aggregate of the Companys then issued and outstanding
Common Stock (assuming conversion of the Preferred Stock into 275,676 shares of
Common Stock).

On February 1, 2006, a total
of 250,000 shares of Preferred Stock were authorized for issuance to two
individuals who provided services to the Company. On May 12, 2006, the Company
filed a Certificate of Amendment to the Certificate of Designation for the
Preferred Stock with the Secretary of State of the State of Delaware,
increasing the number of shares designated as Preferred Stock from 500,000 to
600,000 shares. As a result of this filing, the Company issued 150,000 and
100,000 shares of the Preferred Stock to Arnold Kling and Kirk Warshaw for
their services as the Companys President and Chief Financial Officer,
respectively. Each share of Preferred Stock was convertible, at the holders
option, into 0.8 share of Common Stock. Mr. Klings services were valued at
$11,250 and Mr. Warshaws services were valued at $7,500.

On November 29, 2006, the
holders of all the issued and outstanding shares of Preferred Stock elected to
convert all of their Preferred Stock into shares of Common Stock. As a result,
the 594,595 shares of Preferred Stock outstanding were exchanged for 475,676
shares of Common Stock.

As of December 31, 2009, our
authorized capital stock consists of 100,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock of which 1,244,902 shares of Common Stock,
and no shares of Preferred Stock, are issued and outstanding. All shares of
Common Stock currently outstanding are validly issued, fully paid and
non-assessable.

During fiscal years 2009,
2008 and 2007, the majority stockholder contributed an additional $51,026,
$15,000 and $40,000, respectively, to the Company.

F-12

---



24HOLDINGS INC. 
NOTES TO FINANCIAL STATEMENTS 
YEARS ENDED DECEMBER 31, 2009 and 2008

NOTE 4 - INCOME TAXES:

|                                                               |  |             |          |      |   |          |  
|-------------------------------------------------------------- |  | ----------- | -------- | ---- | - | -------- | -
|                                                               |  | December 31 |         
|                                                               |  |             |         
|                                                               |  | 2009        |          | 2008 |  
|                                                               |  |             |          |      |  
|Deferred tax assets and
 liabilities consist of the following: |  |             |          |      |   |          |  
|                                                               |  |             |          |      |   |          |  
|Deferred tax assets:                                           |  |             |          |      |   |          |  
|Net operating loss carry forwards                              |  | $           | 350,000  |      | $ | 336,000  |  
|                                                               |  |             |          |      |   |          |  
|Less valuation allowance                                       |  |             | (350,000 | )    |   | (336,000 | )
|                                                               |  |             |          |      |   |          |  
|                                                               |  | $           |         |      | $ |         |  
|                                                               |  |             |          |      |   |          |  

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

|                                                                                   |  |              |     |      |  |     |   
|---------------------------------------------------------------------------------- |  | ------------ | --- | ---- |  | --- | --
|                                                                                   |  | December 31, |    
|                                                                                   |  |              |    
|                                                                                   |  | 2009         |     | 2008 | 
|                                                                                   |  |              |     |      | 
|Provision for expected federal statutory rate                                      |  |              | (35 | )%   |  | (35 | )%
|Loss for which no benefit is available or a valuation allowance has
 been recorded |  |              | 35  | %    |  | 35  | % 
|                                                                                   |  |              |    | %    |  |    | % 

At December 31, 2009, the
Company had approximately $1,000,000 of net operating loss carry forwards
(NOLs) available which expires in various years beginning in 2029. The
deferred tax asset and related valuation increased by $14,000 during 2009. The
utilization of the net operating loss carryforward has been limited as to its
use pursuant to the Internal Revenue Code Section 382 due to the recent change
in ownership of the Company. The benefits of these NOLs may be reduced in the
future if the Company is successful in establishing a new business.

NOTE 5  COMMITMENTS AND
CONTINGENCIES

Effective January 1, 2009,
the Company operates from the offices of its CFO and director for $500 a
quarter. The Company has recorded rent expense of $2,000 and $0 for the years
ended December 31, 2009 and 2008, respectively.

NOTE 6  SUBSEQUENT EVENTS

The Company has evaluated
subsequent events through March 16, 2010, and has determined that there were no
subsequent events to recognize or disclose in these financial statements

F-13

---