UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


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


                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006


                        COMMISSION FILE NUMBER: 000-22281


                                 24HOLDINGS INC.
                                 ---------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                       33-0726608
 ----------------------------------                  -------------------------
  (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

                                47 SCHOOL AVENUE
                            CHATHAM, NEW JERSEY 07928
                    (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)

         Check  whether the issuer is not required to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]

         Check if there is no disclosure of delinquent  filers  pursuant to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will 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-KSB
or any amendment to this Form 10-KSB. |X|


         Indicate  by check  mark  whether  the  issuer is a shell  company  (as
defined in Rule 12b-2 of the Exchange Act).            Yes |X| No [ ]

         For the year ended December 31, 2006, the issuer had no revenues.

         As of March 1, 2007,  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 $0.51 per share) was approximately $87,616.

         The number of shares  outstanding of the issuer's  common stock,  $.001
par value, as of March 1, 2007 was 1,244,902 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

    Transitional Small Business Disclosure Format (Check One): Yes [ ] No |X|


<PAGE>

                                24HOLDINGS INC.
                            FORM 10-KSB ANNUAL REPORT
                                TABLE OF CONTENTS
<TABLE>
<S>            <C>                                                                                                 <C>
PART I
Item 1.        Business.............................................................................................2
Item 2.        Properties...........................................................................................8
Item 3.        Legal Proceedings....................................................................................8
Item 4.        Submission of Matters to a Vote of Security Holders..................................................9
PART II
Item 5.        Market for Common Equity, Related Stockholder Matters
               and Small Business Issuer Purchases of Equity Securities.............................................9
Item 6.        Plan of Operation...................................................................................10
Item 7.        Financial Statements................................................................................11
Item 8.        Change in and Disagreements with Accountants on Accounting
               and Financial Disclosure............................................................................11
Item 8A.       Controls And Procedures.............................................................................11
Item 8B.       Other Information...................................................................................11

PART III
Item 9.        Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance With Section 16(a) of the Exchange Act..................................................12
Item 10.       Executive Compensation..............................................................................13
Item 11.       Security Ownership of Certain Beneficial Owners and Management and
               Related Stockholder Matters.........................................................................13
Item 12.       Certain Relationships and Related Transactions, and Director Independence...........................14
Item 13.       Exhibits............................................................................................14
Item 14.       Principal Accountant Fees and Services..............................................................15
</TABLE>

                      FORWARD LOOKING STATEMENT INFORMATION
CERTAIN   STATEMENTS   MADE  IN  THIS   ANNUAL   REPORT  ON  FORM   10-KSB   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,"
"PLAN OF OPERATION" AND "RISK FACTORS".  WE UNDERTAKE NO OBLIGATION TO REVISE OR
UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON.

                                       1
<PAGE>

                                     PART 1

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",  "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 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.

                                       2
<PAGE>

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.   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  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 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  aforementioned  Reverse Split we now have adequate shares to
facilitate the conversion of all the issued and outstanding  shares of Preferred
Stock into the number of shares of Common Stock into which they are convertible.
Previously,  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  converted to Preferred Stock
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 EITF 00-19,  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, 2006,  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.


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.

                                       3
<PAGE>

Commencing with the filing of our Form 10-Q for the quarter ended June 30, 2004,
all of our computer related business services activities have been accounted for
as Discontinued Operations. As such, all of the prior activity has been shown in
the financials as one line item that is labeled "Income (Loss) from Discontinued
Operations,  net of taxes." Our activities since September 2005 are shown in the
Income  Statement under the section  labeled "Loss from Continuing  Operations."
These amounts are for expenses  incurred since September 30, 2005 and are of the
nature  we  expect  to incur in the  future,  whereas  the  Income  (loss)  from
Discontinued Operations are from activities we are no longer engaged in.

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;

                                       4
<PAGE>

-        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.

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 the business and affairs of the Company.
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.

                                       5
<PAGE>

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.


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  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 will 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
STOCKHOLDERS.

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 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 stockholders.  Further,  our management's own pecuniary interest may at some
point  compromise  their fiduciary duty to our  stockholders.  In addition,  Mr.
Kling and Mr. 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  stockholder 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

                                       6
<PAGE>

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 stockholder,  may act as
investment  banker,  placement  agent  or  financial  consultant  to  us  or  an
acquisition  candidate  in  connection  with a  potential  business  combination
transaction  and may receive a fee for such services.  We cannot assure you that
conflicts  of  interest  among us,  our  management,  Rodman &  Renshaw  and our
stockholders 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.


CURRENT STOCKHOLDERS 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 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 stockholders  could experience  significant  dilution of their
respective ownership interests. Furthermore, the

                                       7
<PAGE>

issuance of a substantial  number of shares of Common Stock may adversely affect
prevailing  market  prices,  if any,  for the Common  Stock and could impair our
ability to raise additional capital through the sale of equity securities.


CONTROL BY EXISTING STOCKHOLDER.

R&R beneficially owns over 56% of the outstanding shares of our Common Stock. As
a result,  this stockholder is able to exercise  control over matters  requiring
stockholder 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 NASDAQ OTC  Bulletin  Board  ("OTCBB"),  which
provides  significantly  less liquidity than a securities  exchange (such as the
American or New York Stock Exchange) or an automated  quotation  system (such as
the Nasdaq National  Market or SmallCap  Market).  There is uncertainty  that we
will  ever be  accepted  for a  listing  on an  automated  quotation  system  or
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 2.    PROPERTIES


The Company's  principal offices are located at 47 School Avenue,  Chatham,  New
Jersey which are owned by an affiliated company of Kirk Warshaw, chief financial
officer and secretary of the Company. The Company occupies its principal offices
on a month to month  basis for no rent.  The  Company  does not own or intend to
invest in any real property. The Company currently has 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


We are not a party to any pending legal proceedings.

                                       8
<PAGE>

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


None.


                                     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  Nasdaq's  Over-The-Counter  Bulletin
Board ("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
       2006

First Quarter                     $2.50                $1.25
Second Quarter                    $3.75                $1.50
Third Quarter                     $3.25                $1.13
Fourth Quarter *                  $1.37                $0.51



       2005

First Quarter                     $5.00                $2.50
Second Quarter                    $8.75                $3.12
Third Quarter                     $6.25                $2.50
Fourth Quarter                    $4.62                $1.87


* A 1 for 125 reverse  stock split was effected on October 23, 2006.  All prices
prior to October 23, 2006 have been  adjusted as if the reverse  stock split had
occurred at the beginning of the first quarter of 2005.


(b) Holders:

     There were 240  stockholders  of record of our Common  Stock as of February
12, 2007.

(c) Dividend:

     We have not declared any cash dividends and do not intend to declare or pay
any cash dividends in the foreseeable future.

                                       9
<PAGE>

ITEM 6.    PLAN OF OPERATION


PLAN OF OPERATION

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, 2006 we had cash on hand of $29,635.
Since we have no revenue  or plans to  generate  any  revenue,  if our  expenses
exceed our cash currently on hand we will be dependent upon loans to fund losses
incurred in excess of our cash.


EQUIPMENT AND EMPLOYEES

As of December 31, 2006,  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.

                                       10
<PAGE>

OPERATIONAL EXPENSES FOR THE YEARS ENDED DECEMBER 31, 2006 and 2005

During the year ended  December  31,  2006,  we  incurred  $75,593 of  operating
expenses and for the year ended December 31, 2005,  our operating  expenses were
$28,140.   During   both   periods  the   expenses   resulted   primarily   from
accounting/auditing, legal and SEC report filing expenses.


ITEM 7. FINANCIAL STATEMENTS

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


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

Effective March 7, 2006, we dismissed Stonefield Josephson, Inc., ("Stonefield")
from  serving  as our  independent accountants  and  engaged  Sherb  &  Co., LLP
("Sherb")  as our new  independent  accountants.  There  were no  disagreements,
adverse  opinions  or  disclaimer  of opinion by  Stonefield  at the time of the
change.


ITEM 8A. 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 Securities Exchange Act of 1934 (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.

       (b)   CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal  controls over  financial  reporting  that
occurred during the period covered by this report that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

ITEM 8B.   OTHER INFORMATION

         None.


                                       11
<PAGE>

                                    PART III

ITEM 9. DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth information concerning our officers and directors
as of March 1, 2007:

Name                   Age    Title
----                   ---    -----
Arnold P. Kling        48     President, treasurer and director
Kirk M. Warshaw        48     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 Buckeye  Communications,  Inc., 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. Mr. Kling currently serves as a director and president of
Twin Lakes Delaware, Inc., R&R Acquisition, III, Inc., R&R Acquisition, V, Inc.,
R&R  Acquisition,  VI, Inc., R&R  Acquisition,  VII, Inc., and R&R  Acquisition,
VIII,  Inc.  R&R  Acquisition  IX, Inc.,  and R&R  Acquisition  X, Inc.  (each a
publicly reporting,  non-trading company) and Enthrust Financial Services,  Inc.
(OTCBB:EFSV).

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. Mr.
Warshaw is currently the chief financial  officer of Twin Lakes Delaware,  Inc.,
R&R Acquisition, III, Inc., R&R Acquisition, V, Inc., R&R Acquisition, VI, Inc.,
R&R Acquisition, VII, Inc., and R&R Acquisition,  VIII, Inc. R&R Acquisition IX,
Inc.,  and R&R  Acquisition  X, Inc.  (each a  publicly  reporting,  non-trading
company),  the chief  financial  officer and a director  of  Enthrust  Financial
Services,  Inc.  (OTCBB:EFSV),  a director of Empire  Financial  Holding Company
(AMEX:EFH), and a director of two privately owned entities.

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 401(e) of Regulation  S-B. In addition,
we have not adopted  any  procedures  by which our  stockholders  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

                                       12
<PAGE>

knowledge, during the fiscal year ending December 31, 2006 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 10. EXECUTIVE COMPENSATION.

Mr. Kling and Mr. Warshaw are our sole officers and directors.  Neither receives
any regular compensation for their services rendered on our behalf.

Since  September 30, 2005 we have paid no cash  compensation  to our officers or
directors.  On February 1, 2006, our Board of Directors  authorized the issuance
to Mr. Kling and Mr.  Warshaw,  an aggregate of 250,000  shares of our Preferred
Stock for services  they  provided to us. On May 12, 2006 we issued to Mr. Kling
150,000  shares of Preferred  Stock which was determined to be worth $11,250 and
to Mr.  Warshaw  100,000  shares of Preferred  Stock which was  determined to be
worth $7,500.  The expense was recognized in our 2006 financial  statements.  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 the 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. 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

The Company is not a party to any employment agreements.


ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of March 1, 2007 regarding
the number and percentage of our Common Stock (being our only voting securities)
beneficially  owned by each officer and  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.

                                                SHARES OF COMMON
                                               STOCK BENEFICIALLY  PERCENTAGE OF
          NAME OF BENEFICIAL OWNER                   OWNED (1)       OWNERSHIP
-------------------------------------------    ------------------  -------------
R&R Biotech Partners, LLC
1270 Avenue of the Americas - 16th Floor
New York, NY 10020
Attention: Thomas Pinou, CFO                          698,696          56.1%

                                       13
<PAGE>

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 1, 2007 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  12.  CERTAIN   RELATIONSHIPS  AND  RELATED   TRANSACTIONS,   AND  DIRECTOR
INDEPENDENCE

The  Company's  Board of Directors  consists of Arnold  Kling and Kirk  Warshaw.
Neither of them is independent as such term is defined by a national  securities
exchange  or an  inter-dealer  quotation  system.  During the fiscal  year ended
December 31, 2006 there were no transactions  with related persons other than as
described in the section above entitled "Item 10. -- Executive Compensation."


ITEM 13. EXHIBITS

    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)
      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

                                       14
<PAGE>

    (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.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

We  incurred  audit and  financial  statement  review fees  totaling  $7,500 and
$14,500 to Sherb,  our  current  independent  accountants,  for the years  ended
December  31,  2006 and 2005,  respectively.  In  addition,  for the year  ended
December 31, 2005 we paid fees to Stonefield totaling  $44,000 for the review of
our financial statements included in our Exchange Act reports for that year.

AUDIT-RELATED FEES:

NONE.

TAX FEES:

We  incurred  tax  preparation  fees  totaling  $1,500 and $1,500 to Sherb,  our
current independent accountants, for the years ended December 31, 2006 and 2005,
respectively.

ALL OTHER FEES:

NONE.

AUDIT COMMITTEE POLICIES AND PROCEDURES:

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

                                       15
<PAGE>

                                   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 5, 2007


                                             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 5, 2007


                           By: /s/Arnold P. Kling
                               ------------------------
                           Arnold P. Kling, President and Director
                           (Principal Executive Officer)



Date: March 5, 2007


                           By: /s/Kirk M. Warshaw
                           -----------------------------------------
                           Kirk M. Warshaw, Chief Financial Officer and Director
                           (Principal Financial and Accounting Officer)

                                       16
<PAGE>

                                 24HOLDINGS INC.

INDEX

Report of Independent Registered Public Accounting Firm                      F-2

Financial Statements:
Balance Sheet as of December 31, 2006                                        F-3

Statements of Operations for Years Ended December 31, 2006 and 2005          F-4

Statement of Shareholders' Equity Years Ended December 31, 2006 and 2005
                                                                             F-5

Statements of Cash Flows Years Ended December 31, 2006 and 2005              F-6

Notes to Financial Statements                                                F-7

                                      F-1
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Directors
24Holdings Inc.
Chatham, New Jersey

We have audited the accompanying balance sheet of 24Holdings Inc. as of December
31,  2006,  and the  related  statements  of  operations,  shareholders'  equity
(deficit),  cash flows for each of the years then ended  December  31,  2006 and
2005.  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 audit.

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, 2006,  and the results of its  operations and its cash flows for each of the
years then ended  December  31, 2006 and 2005,  in  conformity  with  accounting
principles generally accepted in the United States.




                                             /s/ Sherb & Co., LLP
Certified Public Accountants
New York, New York
March 1, 2007

                                      F-2
<PAGE>

                                 24HOLDINGS INC.
                                  BALANCE SHEET
                                December 31, 2006


                                     ASSETS

Current Assets
     Cash and cash equivalents                                     $     29,635
                                                                   ------------
     Total current Assets                                                29,635
                                                                   ------------
     TOTAL ASSETS                                                  $     29,635
                                                                   ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
     Accrued expenses                                              $     14,618
                                                                   ------------
        TOTAL CURRENT LIABILITIES                                        14,618
                                                                   ------------

SHAREHOLDERS' EQUITY
Convertible Preferred stock; $0.001 par value, 5,000,000 authorized,
no shares issued and outstanding                                             --
Common stock, $.001 par value; 100,000,000 shares
authorized, 1,244,902 shares issued and outstanding                       1,245
Additional paid-in capital                                           10,647,358
Deficit accumulated                                                 (10,633,586)
                                                                   ------------

        TOTAL SHAREHOLDERS' EQUITY                                       15,017

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $     29,635
                                                                   ============


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

                                      F-3
<PAGE>

                                 24HOLDINGS INC.
                            STATEMENTS OF OPERATIONS



                                                             Year Ended
                                                             December 31,
                                                         2006           2005
                                                       ------------------------
Revenues                                               $      --      $      --

Expenses
General and administrative                                75,593         28,140
                                                       ------------------------
Total operating expenses                                  75,593         28,140
Net Loss from continuing operations
                Before Income Taxes                      (75,593)       (28,140)
Provision for Income Taxes                                    --             --
                                                       ------------------------
Loss from Continuing Operations                          (75,593)       (28,140)
Discontinued Operations -
    Loss from operations -
             net of taxes                                     --       (839,001)
    Gain on disposal -
             net of taxes                                     --        738,966
                                                       ------------------------
Net Loss                                               $ (75,593)     $(128,175)
                                                       ========================

Net loss per share - continuing
operations- basic and diluted                          $   (0.09)     $   (0.04)
                                                       ========================

Net loss per share - discontinued
operations - basic and diluted                         $      --      $   (0.13)
                                                       ========================

Net loss per share - basic and diluted                 $   (0.09)     $   (0.17)
                                                       ========================

Weighted average number of common shares
- basic and diluted                                      842,407        769,226
                                                       ========================


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

                                      F-4
<PAGE>


                                 24HOLDINGS INC
             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
                                                                                                                      Total
                        Preferred Stock               Common Stock           Additional     Other                     Shareholders'
                   ------------------------------------------------------    Paid-in     Comprehensive  Accumulated   Equity
                      Shares       Amount         Shares        Amount       Capital        Income      Deficit       (Deficit)
                   -----------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>                 <C>      <C>           <C>           <C>            <C>            <C>
Balance at
December 31,
2004                       --   $         --        769,226  $        769  $ 10,398,206  $   (181,785)  $(10,429,818)  $   (212,628)

Other
Comprehensive
Income                     --             --             --            --            --       181,785             --        181,785

Net loss for
year ended
December 31,
2005                       --             --             --            --            --            --       (128,175)      (128,175)
                   -----------------------------------------------------------------------------------------------------------------

Balance at
December 31,
2005                       --             --        769,226           769    10,398,206            --    (10,557,993)      (159,018)

Reclassification
of Debt into
Preferred Stock       594,879            595                                    249,033                                     249,628

Conversion of
Preferred Stock
into Common          (594,879)          (595)       475,676           476           119                           --             --

Net loss for
year ended
December 31,
2006                       --             --             --            --            --            --        (75,593)       (75,593)
                   -----------------------------------------------------------------------------------------------------------------

Balance at
December 31,
2006                       --   $         --      1,244,902  $      1,245  $ 10,647,358  $         --   $(10,633,586)  $     15,017
                   =================================================================================================================
</TABLE>


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

                                      F-5
<PAGE>

                                 24HOLDINGS INC.
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                        Year Ended
                                                               December 31,     December 31,
                                                                   2006             2005
                                                               ------------     ------------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                        $ (75,593)       $(128,175)
Foreign currency translation                                           --           84,345
Preferred shares issues for services                               18,750               --
Realized Exchange gain                                                 --          (76,490)
Gain on Sale of Subsidiary - discontinued operations                   --         (391,358)
Gain on Sale of Intellectual Properties                                --         (606,830)
Write-off of intercompany debt                                         --          364,139
Changes in operating assets and liabilities
Accounts receivable                                                 7,500          327,752
Loans receivable                                                       --          386,130
Prepaid expenses                                                                   (91,094)
Inventory                                                                          195,410
Accrued expenses                                                  (21,022)        (417,635)
                                                                ---------        ---------

NET CASH USED IN OPERATING ACTIVITIES                             (70,365)        (353,806)
                                                                ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES
               Proceeds from sale of subsidiary                        --          100,000
               Proceeds from related party loan                        --          258,773
                                                                ---------        ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES
                                                                       --          358,773
                                                                ---------        ---------

NET DECREASE IN CASH AND CASH EQUIVALENTS                         (70,365)           4,968

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                  100,000           95,032
                                                                ---------        ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $  29,635        $ 100,000
                                                                =========        =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
               Interest paid                                    $      --        $      --
                                                                =========        =========
               Income taxes                                     $      --        $      --
                                                                =========        =========
NON CASH FINANCING ACTIVITIES:

               Debt converted to preferred stock                $      --        $ 230,878
                                                                =========        =========
               Conversion of preferred stock
                      to common stock                           $     595        $      --
                                                                =========        =========
</TABLE>

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

                                      F-6
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

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.


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 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.

                                      F-7
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

NOTE 1 - DESCRIPTION OF COMPANY (continued):

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.

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.

                                      F-8
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

NOTE 1 - DESCRIPTION OF COMPANY (continued):

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 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  aforementioned  Reverse Split we now have adequate shares to
facilitate the conversion of all the issued and outstanding  shares of Preferred
Stock into the number of shares of Common Stock into which they are convertible.
Previously,  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  converted to Preferred Stock
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 EITF 00-19,  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, 2006,  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.


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.

                                      F-9
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

NOTE 1 - DESCRIPTION OF COMPANY (continued):

Commencing with the filing of our Form 10-Q for the quarter ended June 30, 2004,
all of our computer related business services activities have been accounted for
as Discontinued Operations. As such, all of the prior activity has been shown in
the financials as one line item that is labeled "Income (Loss) from Discontinued
Operations,  net of taxes." Our activities since September 2005 are shown in the
Income  Statement under the section  labeled "Loss from Continuing  Operations."
These amounts are for expenses  incurred since September 30, 2005 and are of the
nature  we  expect  to incur in the  future,  whereas  the  Income  (loss)  from
Discontinued Operations are from activities we are no longer engaged in.

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

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

      (b) Revenue Recognition
            All  revenue  was  generated  by  24Store,  the UK  subsidiary,  and
            therefore is included in Discontinued Operations.

      (c) 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.

      (d) 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.

                                      F-10
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

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

       (e) 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  provisions  of  SFAS  No.  128
            "EARNINGS PER SHARE". Diluted earnings (loss) per share has not been
            presented  as the  effect  of the  common  stock  purchase  warrants
            outstanding,  on such  calculation,  would have been  anti-dilutive.
            Such securities could potentially dilute basic earnings per share in
            the future.

       (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-11
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

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

       (f) New Accounting Pronouncements

           FASB 157 - Fair Value Measurements


           In  September  2006,  the FASB issued FASB  Statement  No. 157.  This
           Statement  defines fair value,  establishes a framework for measuring
           fair value in generally  accepted  accounting  principles (GAAP), and
           expands  disclosures  about fair value  measurements.  This Statement
           applies under other accounting  pronouncements that require or permit
           fair value  measurements,  the Board having  previously  concluded in
           those  accounting  pronouncements  that  fair  value  is  a  relevant
           measurement attribute.  Accordingly,  this Statement does not require
           any new fair value  measurements.  However,  for some  entities,  the
           application of this Statement  will change  current  practices.  This
           Statement  is effective  for  financial  statements  for fiscal years
           beginning after November 15, 2007.  Earlier  application is permitted
           provided  that the  reporting  entity  has not yet  issued  financial
           statements for that fiscal year.  Management  believes this Statement
           will have no impact on the  financial  statements of the Company once
           adopted.
           .

NOTE 3 - OTHER RECEIVABLES - RELATED PARTY

An amount of $7,500 was agreed upon to be reimbursed to the Company by Infinicom
AB for certain  post-closing  expenses yet to be paid. Such monies were received
in March 2006.


NOTE 4 - SHAREHOLDERS' EQUITY:

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 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 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.

                                      F-12
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

NOTE 4 - SHAREHOLDERS' EQUITY (continued):

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, 2006,  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.

                                      F-13
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

NOTE 5 - INCOME TAXES:


                                                       2006          2005
                                                     ---------     ---------
Deferred tax assets and liabilities consist of the
following:

Deferred tax assets:
    Net operating loss carry forwards                $ 310,000     $ 284,000

    Less valuation allowance                          (310,000)     (284,000)
                                                     ---------     ---------

                                                     $      --     $      --

                                                     =========     =========

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

--------------------------------------------------------------------------------
                                                           December 31,
--------------------------------------------------------------------------------
                                                      2006             2005
--------------------------------------------------------------------------------
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, 2006,  the Company had  approximately  $810,000 of net operating
loss carry forwards ("NOL's") available which expires in various years beginning
in 2026.  The  deferred  tax asset and related  valuation  increased  by $26,000
during 2006. 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.

                                      F-14
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2006 and 2005

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Currently  the Company  operates  from the offices of its CFO and  director on a
rent-free  basis. No amounts have been recorded for the use of such office space
used since such rent expense is deemed to be insignificant.


NOTE 7 - DISCONTINUED OPERATIONS

The Company sold its UK subsidiary,  24Europe, to its Parent company, Infinicom,
in exchange for a combinatioin of cash and a note payable.  The sale met all the
requirements  of paragraph 30 of  Statements of Financial  Accounting  Standards
("SFAS") 144 "Accounting  for the Impairment or Disposal of Long-Lived  Assets",
the assets and  liabilities of the subsidiary  have been  classified as Held for
Sale on the  accompanying  balance sheet,  while the results of operations  have
been presented as discontinued operations for all periods presented.

The  subsidiary  was sold for its carrying  value;  no loss on disposal has been
recognized and included as a component of discontinued operations.

                                      F-15