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

                                    FORM 10-K


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


                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005


                        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)

      INDICATE BY CHECK MARK IF THE REGISTRANT IS A WELL-KNOWN  SEASONED ISSUER,
AS DEFINED BY RULE 405 OF THE SECURITIES ACT. YES [_] NO [X]

      INDICATE BY CHECK MARK IF THE  REGISTRANT  IS NOT REQUIRED TO FILE REPORTS
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE EXCHANGE ACT. YES [_] NO [X]

      INDICATE BY CHECK MARK  WHETHER THE  REGISTRANT  (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE  ACT OF
1934  DURING  THE  PRECEDING  12 MONTHS  (OR FOR SUCH  SHORTER  PERIOD  THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [_]

      INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S  KNOWLEDGE,  IN DEFINITIVE PROXY OR INFORMATION  STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]

         INDICATE BY CHECK MARK WHETHER THE  REGISTRANT  IS A LARGE  ACCELERATED
FILER,  AN ACCELERATED  FILER,  OR A  NON-ACCELERATED  FILER.  SEE DEFINITION OF
"ACCELERATED  FILER AND LARGE  ACCELERATED  FILER" IN RULE 12B-2 OF THE EXCHANGE
ACT. (CHECK ONE):

LARGE ACCELERATED FILER [_]    ACCELERATED FILER [_]   NON-ACCELERATED FILER [X]

      INDICATE  BY CHECK MARK  WHETHER  THE  REGISTRANT  IS A SHELL  COMPANY (AS
DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT). YES [X] NO [_]

      THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY  NON-AFFILIATES  OF
THE  REGISTRANT AS OF MARCH 30, 2006 (BASED UPON THE CLOSING PRICE ON THE NASDAQ
OTC BULLETIN BOARD OF $0.011 PER SHARE) WAS APPROXIMATELY $235,792.

      THE NUMBER OF SHARES  OUTSTANDING OF THE REGISTRANT'S  COMMON STOCK, $.001
PAR VALUE, AS OF MARCH 30, 2006 WAS 96,147,396 SHARES.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.
<PAGE>


                                24HOLDINGS, INC.
                             FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I ......................................................................  3
   Item 1.     Business .....................................................  3
   Item 1A.    Risk Factors .................................................  6
   Item 2.     Properties ................................................... 10
   Item 3.     Legal Proceedings ............................................ 10
   Item 4.     Submission of Matters to a Vote of Security Holders .......... 10
PART II ..................................................................... 11
   Item 5.     Market for our Common Equity, Related Stockholder Matters
               and Issuer Purchases of Equity Securities .................... 11
   Item 6.     Selected Financial Data ...................................... 12
   Item 7.     Management's Discussion and Analysis of Financial Condition
               and Results of Operations .................................... 13
   Item 7A.    Quantitative and Qualitative Disclosures about Market Risk ... 14
   Item 8.     Financial Statements and Supplementary Data .................. 14
   Item 9.     Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure ..................................... 14
   Item 9A.    Controls and Procedures ...................................... 15
PART III .................................................................... 15
   Item 10.    Directors and Executive Officers of the Registrant ........... 15
   Item 11.    Executive Compensation ....................................... 16
   Item 12.    Beneficial Ownership of Common Stock by Certain Beneficial
               Owners and Mangement ......................................... 17
   Item 13.    Certain Relationships and Related Transactions ............... 18
   Item 14.    Principal Accountant Fees and Services ....................... 18
PART IV ..................................................................... 18
   Item 15.    Exhibits and Financial Statement Schedules and Reports
               on Form 8-K .................................................. 19


                      FORWARD LOOKING STATEMENT INFORMATION

      Various   statements   made  in  this  Annual  Report  on  Form  10-K  are
"forward-looking  statements"  regarding the plans and  objectives of management
for  future  operations.  These  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 these forward-looking  statements.  The
forward-looking  statements  included  in  this  report  are  based  on  current
expectations  that  involve  numerous  risks  and  uncertainties.  Our plans and
objectives are based, in part, on assumptions  involving  judgments about, 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
these  assumptions could prove inaccurate and,  therefore,  we cannot assure you
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 in this  report,  the  inclusion  of these
statements  should not be  interpreted  by anyone that our  objectives and plans
will be achieved.  Factors that could cause actual results to differ  materially
and  adversely  from those  expressed or implied by  forward-looking  statements
include,  but are not  limited  to, the  factors,  risks and  uncertainties  (i)
identified or discussed herein, (ii) set forth under the headings "Business" and
"Risk  Factors"  in Part 1, Item 1; "Legal  Proceedings"  in Part 1, Item 3; and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  in Part II, Item 7, of this Annual  Report on Form 10-K , and (iii)
set forth in our  periodic  reports on Forms 10-Q and 8-K as filed with the SEC.
We  undertake no  obligation  to revise or update  publicly any  forward-looking
statements for any reason.

                                       2
<PAGE>


                                     PART 1

ITEM 1.  BUSINESS

THE COMPANY'S HISTORY

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


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 would pay us
$100,000 for our 24STORE shares and pursuant to the IP Assignment,  we agreed to
be 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.

On May 26,  2005,  we also entered a Preferred  Stock  Purchase  Agreement  with
Infinicom (the "Preferred Stock Agreement")  pursuant to which we agreed to sell
to Infinicom 344,595 shares of our new series A convertible preferred stock, par
value $0.001 (the  "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 100 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 109,171,181
shares of common  stock of  24Holdings  (which  included  shares  issuable  upon
conversion of the Preferred Stock) which would represent  approximately 83.6% of
the then issued and  outstanding  shares of  24Holdings'  common stock  ("common
stock") (the  "Infinicom  Sale").  In return,  the  Purchasers  would (i) pay to
Infinicom  $500,000  in cash,  and (ii) upon the  occurrence  of one of  several
post-closing  events,  including a merger  with one or more as yet  unidentified
private  unaffiliated  operating  companies  subsequent  to the  closing  of the
Infinicom Sale,  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,  agreed to forgive  $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 74,711,681 shares of common stock (which
represented 77.7% of the 96,147,395 shares of

                                       3
<PAGE>


common  stock  then   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 34,459,500 shares of
common stock. As a result,  the Purchasers  acquired  control of 24Holdings from
Infinicom,  with R&R  beneficially  owning  87,336,945  shares of  common  stock
(assuming  the  conversion  by R&R of  275,676  shares of  Preferred  Stock into
27,567,600  shares of common  stock)  constituting  66.9% of the then issued and
outstanding  shares of common stock,  and Moyo  beneficially  owning  21,834,236
(assuming  the  conversion  by Moyo of 68,919  shares of  Preferred  Stock  into
6,891,900  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 Kling and Kirk
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.


THE COMPANY TODAY

Since  September  30,  2005,  our purpose is to serve as a vehicle to acquire an
operating business and is 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 company or business.  We have no employees and no material
assets.

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 plans,  arrangements 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

                                       4
<PAGE>


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 to in connection with a business combination.  We expect to use outside
consultants,  advisors,  attorneys and  accountants as necessary,  none of which
will be hired on a retainer  basis.  We do not  anticipate  hiring any full-time
employees so long as we are seeking and evaluating business opportunities.

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

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

-  experience and skill of management and  availability of additional  personnel
   of the target business;

-  costs associated with effecting the business combination;

-  equity interest retained by our stockholders in the merged entity;

-  growth potential of the target business;

-  capital requirements of the target business;

-  capital available to the target business;

-  stage of development of the target business;

-  proprietary features and degree of intellectual  property or other protection
   of the target business;

-  the financial statements of the target business; and

-  the regulatory environment in which the target business operates.

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.

                                       5
<PAGE>


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

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

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

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


AVAILABLE INFORMATION

      The  public  may read and copy any  materials  we file with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W.,  Washington,  D.C. 20549.
The public may obtain  information on the operation of the Public Reference Room
by calling the SEC at  1-800-SEC-0330.  The SEC  maintains an Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding issuers such as us that file  electronically with the SEC. The website
address is www.sec.gov.


ITEM 1A: RISK FACTORS

      In addition to the other information  provided in this report,  you should
carefully consider the following factors in evaluating our business,  operations
and financial condition.  Additional risks and uncertainties not presently known
to us, that we currently  deem  immaterial or that are similar to those faced by
other  companies  in our  industry or business in general,  such as  competitive
conditions,  may also impair our business  operations.  The occurrence of any of
the  following  risks  could have a  material  adverse  effect on our  business,
financial condition and results of operations.

                                       6
<PAGE>


WE HAVE NO 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. Our President, Arnold Kling, was appointed in November 2005 and
has had limited  time to  evaluate  merger  prospects  and  accordingly,  only a
limited  basis upon which to evaluate our  prospects  for achieving our intended
business  objectives.  To  date,  our  efforts  have  been  limited  to  meeting
regulatory requirements and searching for a merger target.


WE HAVE  LIMITED  RESOURCES  AND NO  REVENUES  FROM  OPERATIONS,  AND WILL  NEED
ADDITIONAL  FINANCING IN ORDER TO EXECUTE ANY BUSINESS  PLAN;  OUR AUDITORS HAVE
EXPRESSED DOUBT AS TO OUR ABILITY TO CONTINUE BUSINESS AS A GOING CONCERN.

We have limited  resources,  no revenues from operations to date and our cash on
hand may not be  sufficient  to satisfy  our cash  requirements  during the next
twelve  months.  In  addition,  we will not  achieve  any  revenues  (other than
insignificant  investment income) until, at the earliest,  the consummation of a
merger and we cannot ascertain our capital requirements until such time. Further
limiting  our  abilities  to achieve  revenues,  in order to avoid  status as an
"Investment  Company" under the  Investment  Company Act, we can only invest our
funds prior to a merger in limited  investments  which do not invoke  Investment
Company status. There can be no assurance that determinations ultimately made by
us will permit us to achieve our business objectives. Our auditors have included
an  explanatory  paragraph in their report for the year ended December 31, 2005,
indicating that certain conditions raise substantial doubt regarding our ability
to continue as a going concern.  The financial  statements included in this Form
10-K do not  include  any  adjustment  to asset  values or  recorded  amounts of
liability  that might be  necessary  in the event we are unable to continue as a
going  concern.  If we are in  fact  unable  to  continue  as a  going  concern,
stockholders may lose their entire investment in our common stock.


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 A SINGLE  EXECUTIVE  OFFICER AND DIRECTOR,  WHOSE
EXPERIENCE IS LIMITED, TO MAKE ALL MANAGEMENT DECISIONS.

Our  ability  to  effect a merger  will be  dependent  upon the  efforts  of our
President and  director,  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.  We will rely upon the expertise of
Mr. Kling and do not anticipate that we will hire additional personnel.

                                       7
<PAGE>


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 its fiduciary duty to
our stockholders.  Further,  our management's own pecuniary interest may at some
point compromise its 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 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, 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 EXISTING 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.

                                       8
<PAGE>


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  96,147,396  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  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.

                                       9
<PAGE>


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

During the first nine months of 2005, we operated from leased office  facilities
in the  United  Kingdom.  Since  October 1, 2005,  we have been  operating  from
offices located at 47 School Avenue,  Chatham, New Jersey, which are owned by an
affiliated  company of Kirk Warshaw,  our Chief Financial Officer and Secretary,
for no rent, on a month to month basis. We do not own or intend to invest in any
real  property,   real  estate  mortgages,  or  any  other  real  estate  backed
securities.  We have no formal policy with respect to investments in real estate
or investments with persons primarily engaged in real estate activities.


ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings.


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

On October  25, 2005 our Board of  Directors  unanimously  adopted a  resolution
seeking stockholder approval to amend our Certificate of Incorporation to effect
a reverse stock split of our common stock at the Board's sole  discretion at any
time prior to October 25, 2006. Thereafter, on October 26, 2005, pursuant to our
By-laws  and  Delaware  General   Corporation  Law,  certain  of  our  principal
stockholders  holding  74,711,681 shares of common stock,  representing 77.7% of
the  total  issued  and  outstanding  shares  of our  common  stock,  adopted  a
resolution  to authorize  the Board of  Directors,  in its sole  discretion,  to
effect a reverse  split of our common  stock based upon a ratio of not less than
one-for-twenty nor more than one-for-one  hundred fifty shares at any time prior
to  October  25,  2006.   Notwithstanding  approval  of  this  proposal  by  the
stockholders,  the Board of Directors may in its sole discretion,  determine not
to effect,  and  abandon,  the reverse  stock split  without  further  action by
stockholders.

On October 27, 2005, we filed with the SEC a Preliminary  Information  Statement
pursuant to Section 14(C) of the Securities  Exchange Act of 1934 (the "Exchange
Act") with respect to amending our  Certificate  of  Incorporation  as described
above.  Thereafter,  on November  22,  2005,  we filed with the SEC a Definitive
Information  Statement  pursuant to Section 14(C) of the Exchange Act. A copy of
the Information  Statement was mailed to all  stockholders on November 25, 2005.
The  actions  detailed  in the  Information  Statement  became  effective  as of
December 15, 2005.

                                       10
<PAGE>


                                     PART II

ITEM 5.    MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
           AND  ISSUER PURCHASES OF EQUITY SECURITIES

(a)   Market Information:

      Our common  stock has traded on the OTCBB since May 2000.  Currently,  our
common stock trades under the symbol "TFHD." The following  table sets forth the
high and low bid quotations  for our common stock for each  quarterly  period in
2005 and 2004.  Such  quotations  reflect  inter-dealer  prices,  without retail
mark-up,  markdown  or  commission  and may  not  necessarily  represent  actual
transactions.

                                           BID PRICE
                                   High                  Low
           2005
First Quarter                     $0.040               $0.020
Second Quarter                    $0.070               $0.025
Third Quarter                     $0.050               $0.020
Fourth Quarter                    $0.037               $0.015

           2004
First Quarter                    $ 0.040              $ 0.020
Second Quarter                   $ 0.030              $ 0.011
Third Quarter                    $ 0.040              $ 0.011
Fourth Quarter                   $ 0.060              $ 0.008

(b)   Holders:

      There were 233  stockholders  of record of our common stock as of March 9,
2006.

(c)   Dividend:

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


RECENT SALES OF UNREGISTERED SECURITIES

The following information relates to our sales of unregistered securities during
the fiscal year ended December 31, 2005.  These sales of securities were made in
reliance upon an exemption  from the  registration  provisions of the Securities
Act of 1933,  as amended (the "Act") set forth in Sections 4(2) and 4(6) thereof
and the  rules  and  regulations  under the Act,  including  Regulation  D, as a
transaction  by an issuer not  involving  any public  offering  and/or sale to a
limited number of purchasers  who were  acquiring such  securities for their own
account  for  investment  purposes  and  not  with  a  view  to  the  resale  or
distribution thereof.

On  September  30,  2005,  we sold  344,595  shares  of the  Preferred  Stock to
Infinicom in consideration  for the discharge of debt owed by us to Infinicom in
the amount of  $230,879,  in a private  transaction  We believe the issuance was
exempt from  registration  because  Infinicom is an accredited  investor and the
transaction  otherwise meets the requirements  for exemption from  registration.
Each share of Preferred  Stock is  convertible  into one hundred (100) shares of
our common  stock  immediately  upon  election  and written  notice to us by the
holder of the Preferred Stock

On November 25, 2005, in connection  with the Infinicom Sale, the Infinicom Sale
Agreement  was amended with regard to  determining  the amount of the  Infinicom
Additional Shares to be issued by us to

                                       11
<PAGE>


provide for, among other  criteria,  that the fair market value of the Infinicom
Additional  Shares would be no less than $400,000 or more than $600,000 upon the
occurrence of a post-closing event.

On  February  1, 2006,  a total of 250,000  shares of our  Preferred  Stock were
authorized  for  issuance to two  individuals  who  provided  services to us. We
issued 150,000  shares of Preferred  Stock to Arnold Kling and 100,000 shares of
Preferred  Stock to Kirk  Warshaw  for  their  work as our  President  and Chief
Financial Officer, respectively. We valued the services provided by Mr. Kling at
$11,250 and the services provided by Mr. Warshaw at $7,500.

ITEM 6.     SELECTED FINANCIAL DATA

      The selected  financial data set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations"  and  our  consolidated   financial  statements  and  related  notes
appearing elsewhere in this Form 10-K. The consolidated statements of operations
data for the years ended December 31, 2005,  2004, and 2003 and the consolidated
balance  data at  December  31,  2005  and  2004 are  derived  from our  audited
consolidated  financial  statements  appearing  elsewhere in this Form 10-K. The
consolidated statements of operations data for the years ended December 31, 2002
and 2001 and the  consolidated  balance data at December 31, 2003, 2002 and 2001
are derived  from our audited  consolidated  financial  statements  that are not
included in this Form 10-K. The historical results are not necessary  indicative
of the results to be expected in any future period.

                                       Year Ended December 31,
                        2005        2004        2003        2002        2001
                     ----------------------------------------------------------
STATEMENT OF OPERATIONS DATA:

Revenue                      --          --          --          --          --

Loss from Continuing    (28,140)   (129,430)    (95,434)   (592,186)   (132,544)
Operations

Loss from              (100,035)   (356,968)     20,098    (235,093) (1,690,427)
Discontinued
Operations

Net Loss               (128,175)   (486,398)    (75,336)   (827,279) (1,822,971)

Loss per share,           (0.00)      (0.00)      (0.00)      (0.01)      (0.00)
continuing operations,
basic and diluted

Loss per share,           (0.00)      (0.00)      (0.00)      (0.00)      (0.02)
discontinued
operations, basic
and diluted


Weighted average     96,147,396  96,147,396  96,147,396  93,255,869  85,486,717
number of shares
outstanding

Working capital          71,860     (62,652)   (833,533)   (730,479)   (305,596)
(deficit)

Total Assets            107,500     985,554   3,979,477   3,978,041   5,327,740

Long-term debt          230,878     149,976      89,976     212,414     780,632

Total stockholders     (159,018)   (212,628)    344,822     336,249     509,392
equity (deficit)

                                       12
<PAGE>


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

STATEMENTS  CONTAINED IN THIS PLAN OF  OPERATION  OF THIS ANNUAL  REPORT ON FORM
10-K INCLUDE "FORWARD-LOOKING  STATEMENTS".  FORWARD-LOOKING  STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS,  UNCERTAINTIES  AND OTHER FACTORS WHICH COULD CAUSE OUR
ACTUAL RESULTS,  PERFORMANCE  (FINANCIAL OR OPERATING) OR ACHIEVEMENTS EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING  STATEMENTS NOT TO OCCUR OR BE REALIZED. SUCH
FORWARD-LOOKING STATEMENTS GENERALLY ARE BASED UPON OUR BEST ESTIMATES OF FUTURE
RESULTS, GENERAL MERGER AND ACQUISITION ACTIVITY IN THE MARKETPLACE, PERFORMANCE
OR  ACHIEVEMENT,  CURRENT  CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS.
FORWARD-LOOKING  STATEMENTS  MAY BE  IDENTIFIED  BY THE  USE OF  FORWARD-LOOKING
TERMINOLOGY SUCH AS "MAY," "WILL," "PROJECT," "EXPECT,"  "BELIEVE,"  "ESTIMATE,"
"ANTICIPATE,"  "INTENDS,"  "CONTINUE,"  "POTENTIAL,"  "OPPORTUNITY"  OR  SIMILAR
TERMS,  VARIATIONS  OF THOSE  TERMS  OR THE  NEGATIVE  OF  THOSE  TERMS OR OTHER
VARIATIONS OF THOSE TERMS OR COMPARABLE WORDS OR EXPRESSIONS.

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 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 consummating 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, 2005 we had

                                       13
<PAGE>


cash on hand of  $100,000.  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, 2005, we had no operating business,  no equipment,  and other
than Arnold Kling and Kirk Warshaw our  President and Chief  Financial  Officer,
respectively,  we had no employees. Neither of our officers receives any regular
compensation  and each  provides  services  on an "as needed  basis".  We do not
intend to develop our own  operating  business  but  instead  plan to merge with
another operating company.


CONTINUING OPERATIONAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2005

As noted, all activity incurred prior to June 30, 2004 has been accounted for as
Discontinued  Operations  and as such is not  evaluated in this report as it has
little relevance to our future operation.

We did not use any cash in our  continuing  operating  activities  for the three
month  developmental  period ended  December  31, 2005.  During the three months
ended December 31, 2005, we had no revenues.  As a result,  cash on hand at both
the beginning and end of the three month developmental period ended December 31,
2005 was $100,000.

The operating expenses of $28,140 for the three month developmental period ended
December 31, 2005 resulted  primarily  from  accounting/auditing,  legal and SEC
report filing expenses.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            None.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our  financial  statements  and the required  financial  statement  schedule are
included herein beginning on page F-1.


ITEM  9.  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.

We disclosed in our Form 10-K for the fiscal year ended December 31, 2004,  that
in evaluating our internal controls, management considered certain items control
deficiencies that constituted a material weakness. The following weaknesses were
included in management's assessment:

Based on the  evaluation  of our Chief  Executive  Officer  and Chief  Financial
Officer  they  concluded  that our  failure to have an Audit  Committee  and the
failure of the Board to assume  the Audit  Committee  functions,  results in the
absence of an  important  oversight,  constituting  a material  weakness  in our
corporate governance structure.  Accordingly,  our controls and procedures as of
December 31, 2004 were not effective.

During the years  ended  December  31,  2004 and  December  31, 2003 and through
September  30, 2005,  there have been no reportable  events,  as defined in Item
304(a)(1)(v) of Regulation S-K, except as noted herein.

                                       14
<PAGE>


ITEM 9A. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.  24Holdings' management,  with
the  participation  of the President and the Chief Financial  Officer,  the sole
officers,  directors and employees of  24Holdings,  carried out an evaluation of
the  effectiveness of the 24Holdings'  "disclosure  controls and procedures" (as
defined in the Exchange Act) Rules  13a-15(e) and  15-d-15(e))  as of the end of
the period  covered by this  report  (the  "Evaluation  Date").  Based upon that
evaluation,  the President and the Chief Financial Officer concluded that, as of
the  Evaluation  Date,   24Holdings'  disclosure  controls  and  procedures  are
effective to ensure that  information  required to be disclosed by 24Holdings in
the  reports  that it files or  submits  under  the  Exchange  Act is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's rules and forms. Information required to be disclosed by 24Holdings in the
reports  it  files  or  submits  under  the  Exchange  Act  is  accumulated  and
communicated  to its  management,  including its  president and chief  financial
officer, as appropriate to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL  REPORTING.  There were no changes in
24Holdings'  internal controls over financial  reporting,  which occurred during
the period covered by this report that has materially affected, or is reasonably
likely  to  materially  affect  24Holdings'   internal  control  over  financial
reporting.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth information concerning our officers and directors
as of March 20, 2006:

Name                  Age      Title
-------              -----    -------
Arnold P. Kling        47     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,  Inc.,  R&R  Acquisition,  I, Inc., R&R  Acquisition,  II, Inc., R&R
Acquisition,  III, Inc., R&R Acquisition, IV, Inc., and R&R Acquisition, V, Inc.
(each a publicly reporting, non-trading company) and Entrust Financial Services,
Inc. (OTCBB:ENFN)

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,  Inc.,  R&R
Acquisition, I, Inc., R&R Acquisition, II, Inc., R&R Acquisition, III,

                                       15
<PAGE>


Inc., R&R Acquisition,  IV, Inc., and R&R Acquisition,  V, Inc. (each a publicly
reporting,  non-trading company),  the Chief Financial Officer and a Director of
Entrust Financial Services,  Inc.  (OTCBB:ENFN),  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 has
determined that it does not have an "audit committee  financial expert," as that
term is defined in Item 401(h) of Regulation S-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive  officers
and  persons  who  beneficially  own more than ten  percent of our common  stock
(collectively,  the  "Reporting  Persons")  to  report  their  ownership  of and
transactions  in our common stock to the SEC.  Copies of these  reports are also
required to be supplied to us. To our  knowledge,  during the fiscal year ending
December 31, 2005 the Reporting  Persons  complied with all  applicable  Section
16(a) reporting requirements.


CODE OF ETHICS

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


ITEM 11. EXECUTIVE COMPENSATION.

During  the last  completed  fiscal  year,  Urban von Euler  served as our Chief
Executive  Officer until  November 21, 2005. On November 21, 2005,  upon Mr. von
Euler's  resignation,  our Board appointed Arnold Kling as President,  Treasurer
and Kirk Warshaw as Chief Financial  Officer and Secretary,  of 24Holdings.  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. The Board granted 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 will be 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.

                                       16
<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As we only have two board  members and given our limited  operations,  we do not
have a separate compensation  committee.  During the last completed fiscal year,
the only officers and former officers who may have participated in deliberations
concerning  executive  compensation are Arnold P. Kling and Kirk M. Warshaw, and
Urban von Euler and Larsake Sandin, respectively.


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

The  following  table  sets  forth  certain  information  as of March  20,  2006
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   PERCENTAGE
                                                  STOCK BENEFICIALLY     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                         87,336,945(2)      56.1%

Moyo Partners, LLC (3)
c/o Arnold P. Kling
712 Fifth Avenue - 11th Floor
New York, NY 10019                                   21,834,236(4)      14.0%

Arnold P. Kling
712 Fifth Avenue - 11th Floor
New York, NY 10019                                   15,000,000(5)       9.6%

Kirk M. Warshaw
47 School Avenue
Chatham, NJ 07928                                    10,000,000(6)       6.4%

All Directors and Officers (2 persons) as a group    46,834,236         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 or March 20, 2006 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)   Consists of 59,769,345  shares of common stock  currently  outstanding and
27,567,600  shares of common stock issuable upon conversion of 275,676 shares of
the Preferred Stock.

(3)   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.

(4)   Consists of 14,942,336  shares of common stock  currently  outstanding and
6,891,900  shares of common stock  issuable upon  conversion of 68,919 shares of
the Preferred Stock.

                                       17
<PAGE>


(5)   Consists of 15,000,000  shares of common stock issuable upon conversion of
150,000 shares of the Preferred Stock.

(6)   Consists of 10,000,000  shares of common stock issuable upon conversion of
100,000 shares of the Preferred Stock.

We currently do not maintain any equity compensation plans.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES:

We paid audit and financial  statement  review fees  totaling  $8,500 to Sherb &
Co., LLP, our current  independent  accountants  for the year ended December 31,
2005 and $44,000 for the year ended  December  31, 2005 and $63,316 for the year
ended  December  31,  2004  to our  former  independent  accountants  Stonefield
Josephson, Inc.

AUDIT-RELATED FEES:

None.

TAX FEES:

We paid tax  preparation  fees  totaling  $0 to Sherb & Co.,  LLP,  our  current
independent accountants for the year ended December 31, 2005 and $20,000 for the
year ended December 31, 2004 to our former  independent  accountants  Stonefield
Josephson, Inc.

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.


                                     PART IV

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

(a)   Financial Statements and Financial Statement Schedules

(1)   Financial Statements

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

(i)   Reports of Independent Registered Accounting Firms

(ii)  Consolidated Balance Sheet at December 31, 2005 and December 31, 2004

(iii) Consolidated  Statement of Income (Operations) for each of the three years
      ended December 31, 2005

                                       18
<PAGE>


(iv)  Consolidated  Statement of Stockholders'  Equity (Deficit) for each of the
      three years ended December 31, 2005

(v)   Consolidated  Statement  of Cash Flows for each of the three  years  ended
      December 31, 2005

(vi)  Notes to the Consolidated Financial Statements

(2)   Financial Statement Schedules:

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


(b)   Exhibits

  EXHIBIT
 ---------
    NO.                                              DESCRIPTION
 ---------                                         ---------------

   2.1      Second Amended Plan of Reorganization of Scoop, Inc. (1)

   2.2      Stock  Purchase  Agreement,  dated as of  April  23,  1999,  between
            InfiniCom AB and Scoop, Inc. (1)

   2.3      Agreement,  dated as of November 1, 1999,  between  InfiniCom AB and
            Scoop, Inc. (1)

   2.4      Agreement  on the  Transfer of Shares  dated March 29, 2001  between
            24STORE (Europe) Limited and Compo Consult AS (English  Translation)
            (2)

   3.1      Certificate  of  Designations,  Rights and  Preferences  of Series A
            Preferred Stock $.001 Par Value of 24Holdings Inc. (3)

   3.2      Certificate of Incorporation (4)

   3.3      Certificate of Amendment of the Certificate of  Incorporation of the
            Company dated October 20, 1999 (4)

   3.4      Certificate of Amendment of the Certificate of  Incorporation of the
            Company dated April 1, 2001 (4)

   3.5      By-Laws of the Company(5)

   3.6      Certificate of Amendment of the Bylaws of the Company (5)

   4.1      Form of Common Stock Certificate(6)

   31.1     Chief Executive Officer Certification pursuant to section 302 of the
            Sarbanes-Oxley Act of 2002*

   31.2     Chief Financial Officer Certification pursuant to section 302 of the
            Sarbanes-Oxley Act of 2002*

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

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

----------------------------
*Included herewith

(1)   Previously  filed as an Exhibit in the  company's  Current  Report on Form
      8-K, filed on April 5, 2000, and incorporated herein by reference.

(2)   Previously  filed as an Exhibit  in the  company's  Annual  Report on Form
      10-K, filed on April 16, 2002, and incorporated herein by reference.

(3)   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.

(4)   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.

(5)   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

(6)   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.

                                       19
<PAGE>

                                   SIGNATURES

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


                                24HOLDINGS, INC.

Date: March 31, 2006


                                By: /s/ Arnold P. Kling
                                ----------------------------------
                                Arnold P. Kling, President



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

Date: March 31, 2006


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



Date: March 31, 2006


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


                                       20
<PAGE>

                                 24HOLDINGS INC.

INDEX

----------------------------------------------------------------------- --------
Report of Independent Registered Accounting Firm - Sherb & Co., LLP       F-2

----------------------------------------------------------------------- --------
Report of Independent Registered Accounting Firm - Stonefield
Josephson, Inc.                                                           F-3.

----------------------------------------------------------------------- --------
Financial Statements:

----------------------------------------------------------------------- --------
Consolidated Balance Sheets as of December 31, 2005 and 2004              F-4.

----------------------------------------------------------------------- --------
Consolidated Statements of Operations for Years Ended
December 31, 2005, 2004 and 2003                                          F-5.

----------------------------------------------------------------------- --------
Consolidated Statement of Shareholders' Equity Years Ended
December 31, 2005, 2004 and 2003                                          F-6.

----------------------------------------------------------------------- --------
Consolidated Statements of Cash Flows Years Ended
December 31, 2005, 2004 and 2003                                          F-7.

----------------------------------------------------------------------- --------
Notes to Consolidated Financial Statements                                F-8.

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

                                      F-1
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

We have audited the accompanying consolidated balance sheet of 24Holdings,  Inc.
as of December 31, 2005, and the related consolidated  statements of operations,
shareholders'  deficit,  cash flows for the year then ended  December  31, 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 audit 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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of 24Holdings,  Inc. as
of December 31, 2005,  and the results of its  operations and its cash flows for
the year then ended December 31, 2005, in conformity with accounting  principles
generally accepted in the United States.



                                        /s/ Sherb & Co., LLP

Certified Public Accountants
New York, New York
March 26, 2006


                                      F-2
<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
24Holdings Inc.
Basingstoke, United Kingdom


We have audited the accompanying  consolidated balance sheets of 24Holdings Inc.
(formerly  Scoop,  Inc.) and  subsidiary  at  December  31, 2004 and the related
consolidated  statements of operations,  shareholders' equity (deficit) and cash
flows for each of the two years in the period ended  December  31,  2004.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of 24Holdings  Inc.
(formerly  Scoop,  Inc.) and  subsidiary at December 31, 2004 and the results of
their  operations  and their  cash flows for each of the two years in the period
ended  December 31, 2004, in conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
consolidated financial statements, the Company's net losses of $456,398, $75,336
and $827,279 in the last three years and  accumulated  deficit of $10,429,818 at
December 31, 2004 raise  substantial  doubt about their ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The  financial  statements  do not include any  adjustments  to asset
carrying  amounts or the amount and  classification  of  liabilities  that might
result from the outcome of this uncertainty.

/s/ Stonefield Josephson, Inc.
------------------------------
Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 1, 2005

                                      F-3
<PAGE>


                                24HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2005 AND 2004


                                                          2005          2004
                                                      -----------   -----------
                                   - ASSETS -
CURRENT ASSETS:
   Cash                                               $   100,000   $       928
   Other receivable - related party                         7,500            --
   Current Assets of subsidiary held for sale                  --       984,626
                                                      -----------   -----------
   Total Current Assets                                   107,500       985,554

TOTAL ASSETS:                                         $   107,500   $   985,554
                                                      ===========   ===========


               - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
   Accounts Payable & accrued expenses                $    35,640   $   118,914
   Current Liabilities of subsidiary held for sale             --       929,292
                                                      -----------   -----------
TOTAL CURRENT LIABILITIES                                  35,640     1,048,206

   Long term note payable, related party                       --       149,976
   Convertible Preferred stock; $0.001 par value,
      5,000,000 authorized, 344,879 shares issued
      and outstanding                                     230,878            --
                                                      -----------   -----------
   Total liabilities                                      266,518     1,198,182

SHAREHOLDERS' (DEFICIT) (NOTE 4):
Common stock, $0.001 par value; 100,000,000 shares
authorized, 96,147,396 shares issued and outstanding       36,742        36,742
Additional paid-in capital                             10,362,233    10,362,233
Other comprehensive income/loss                                --      (181,785)
Accumulated Deficit                                   (10,557,994)  (10,429,818)
                                                      -----------   -----------
Total shareholders' deficit                              (159,018)     (212,628)
                                                      -----------   -----------
Total Liabilities and Shareholders' (Deficit)         $   107,500   $   985,554
                                                      ===========   ===========

             The accompanying Notes form and integral part of these
                       consolidated financial statements.

                                      F-4
<PAGE>


                                24HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                   Year Ended December 31,
                                            ------------------------------------
                                               2005         2004         2003
                                            ---------    ---------    ---------
REVENUES                                    $      --    $      --    $      --
                                            ---------    ---------    ---------

COSTS AND EXPENSES:
   General and Administrative                  28,140      129,430       95,434
                                            ---------    ---------    ---------
   Total Expenses                              28,140      129,430       95,434
                                            ---------    ---------    ---------
   Net Loss from Continuing Operations
         Before Income Taxes                  (28,140)    (129,430)     (95,434)
   Provision for Income Taxes                      --           --           --
                                            ---------    ---------    ---------
   Loss from Continuing Operations            (28,140)    (129,430)     (95,434)

   Discontinued Operations-
         Income (Loss) from Operations
            (Net of Taxes)                   (839,001)    (356,968)      20,098
         Gain on Disposal (Net of Taxes)      738,966           --           --
                                            ---------    ---------    ---------

NET LOSS                                    $(128,175)   $(486,398)   $ (75,336)
                                            =========    =========    =========
BASIC AND DILUTED EARNINGS PER
SHARE FROM CONTINUING OPERATIONS               $(0.00)      $(0.00)      $(0.00)
BASIC AND DILUTED EARNINGS PER
SHARE FROM DISCONTINUED OPERATIONS             $(0.00)      $(0.00)      $(0.00)
BASIC AND DILUTED EARNINGS
PER SHARE                                      $(0.00)      $(0.00)      $(0.00)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING - BASIC
AND DILUTED                                 96,147,396   96,147,396   96,147,396

             The accompanying Notes form and integral part of these
                       consolidated financial statements.

                                      F-5
<PAGE>


                                24HOLDINGS, INC.
                CONSOLDATED STATEMENT OF SHAREHOLDERS' (DEFICIT)
                  Years Ended December 31, 2005, 2004 and 2003

<TABLE>
<CAPTION>
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------

                                           COMMON SHARES           ADDITIONAL         OTHER       ACCUMULATED        SHAREHOLDERS'
                                                                    PAID IN        COMPREHENSIVE    DEFICIT             EQUITY
                                                                    CAPITAL         INCOME/LOSS                        (DEFICIT)
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
                                         NUMBER        AMOUNT
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
<S>                                    <C>            <C>           <C>              <C>            <C>                <C>
Balance at December 31, 2002           96,147,396     $ 36,742      $10,362,233      $(194,642)     $(9,868,084)       $ 336,249
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Net Loss for Year Ended
December 31, 2003                              --                                                       (75,336)        (75,336)
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Foreign currency translation                                                             83,909                           83,909
                                     ------------ - ------------ ----------------   -----------      -----------     -----------
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Balance at December 31, 2003           96,147,396     $ 36,742       10,362,233       (110,733)      (9,943,420)         344,822
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Net Loss for Year Ended
December 31, 2004                                                                                      (486,398)       (486,398)
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Foreign currency translation                                                           (71,052)                         (71,052)
                                     -------------- ------------ ----------------   -----------     ------------     -----------
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Balance at December 31, 2004           96,147,396     $ 36,742       10,362,233       (181,785)     (10,429,818)       (212,628)
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Issuance of Preferred Shares
to retire debt                                                                                                                --
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Other Comprehensive Income                                                              181,785                          181,785
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Net loss for Year Ended                                                                                (128,175)       (128,175)
December 31, 2005                     -----------     --------      -----------     -----------    -------------      ----------
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
Balance at December 31, 2005           96,147,396     $ 36,742      $10,362,234     $        --    $(10,557,994)      $(159,018)
                                       ==========     ========      ===========     ===========    =============      ==========
------------------------------------ -------------- ------------ ----------------- ------------- ---------------- ------------------
</TABLE>


       The accompanying Notes form and integral part of these consolidated
                             financial statements.

                                      F-6
<PAGE>


                                24HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                                             -----------------------------------------
                                                                 2005           2004           2003
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                  $  (128,175)   $  (486,398)   $   (75,336)
   Adjustments to reconcile net loss to net cash
         utilized by operating activities:
      Depreciation                                                    --         63,590         80,835
      Gain on sale of building, net of deferred taxes                 --        (92,751)            --
      Foreign currency translation                                84,345         71,052         86,052
      Realized exchange variances                                (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             --             --
      (Increase) Decrease in
      Accounts receivable                                        327,752      1,752,456       (550,734)
      Loans receivable, related party                            386,130         60,000             --
      Inventory                                                  195,409       (111,508)       178,969
      Prepaid and other assets                                   (91,094)         7,104         36,994
      Increase (decrease) in accrued expenses                   (417,635)    (1,397,380)      (431,540)
      Deferred taxes                                                  --        (86,800)        (2,537)
                                                             -----------    -----------    -----------
      Net cash utilized by operating activities                 (353,806)      (220,635)      (677,297)
                                                             -----------    -----------    -----------
CASH FLOW FROM INVESTING ACTIVITIES:
      Proceeds from sale of building                                  --      1,523,000             --
      (Purchase) of Property & Equipment                              --        (29,074)       (44,347)
      Due to/from related parties                                258,773             --             --
      Proceeds from sale of subsidiary                           100,000             --             --
                                                             -----------    -----------    -----------
      Net cash provided (utilized) by investing activities       358,773      1,493,926        (44,347)
                                                             -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Credit facility                                                    --     (1,082,723)        71,435
   Proceeds from long-term debt, bank                                 --             --         89,976
   Repayment of long term debt, bank                                  --       (243,377)       (94,017)
                                                             -----------    -----------    -----------
   Net cash provided by (used for) financing activities               --     (1,326,100)        67,394
                                                             -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               4,968        (52,809)      (654,250)

     Cash and cash equivalents at beginning of year               95,032        147,841        802,091
                                                             -----------    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF YEAR                     $   100,000    $    95,032    $   147,841
                                                             ===========    ===========    ===========

Supplemental cash flow information
   Cash paid for:
      Interest                                               $        --    $    18,102    $    67,290
      Income taxes                                                    --             --             --
   Non cash financing activities:
      Debt converted to preferred stock                      $   230,878             --
</TABLE>


                  The accompanying Notes form and integral part
                  of these consolidated financial statements.

                                      F-7
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

NOTE 1 - DESCRIPTION OF COMPANY:

24Holdings  Inc.,  is a  Delaware  corporation  formerly  known as  Scoop,  Inc.
("24Holdings"  or  the  "Company").  In  April  2001  Scoop,  Inc.  amended  its
Certificate  of  Incorporation  to change its name to 24Holdings  Inc.  Prior to
September  30, 2005,  24Holdings  was a holding  company which owned 100% of the
capital stock of 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,  acquired 91% of
the  outstanding  stock of the  Company  in  exchange  for 100% of the  stock of
24STORE.  Subsequent to Infinicom,  AB'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.


CHANGE OF OWNERSHIP TRANSACTIONS

On May 26, 2005, we entered into a series of agreements  with  Infinicom,  AB in
connection  with  our  sale of all of the  outstanding  stock  of  24STORE  (the
"24STORE  Sale") and  separately,  the assignment and transfer 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, AB would
pay us $100,000  for our 24STORE  shares and pursuant to the IP  Assignment,  we
agreed to be paid for the IP Assets  through a set-off  against all  outstanding
and  contingent  liabilities  we owed to  Infinicom,  AB,  determined  as of the
closing date of the 24STORE Sale.

On May 26,  2005,  we also entered a Preferred  Stock  Purchase  Agreement  with
Infinicom AB, (the "Preferred Stock  Agreement")  pursuant to which we agreed to
sell to Infinicom,  AB, 344,595 shares of our new series A convertible preferred
stock, par value $0.001 (the "Preferred Stock") in exchange for the discharge of
$230,879 of outstanding debt owed to Infinicom,  AB. Each share of the Preferred
Stock is convertible into 100 shares of our common stock at the holder's option.

The authorized  common shares are only 100,000,000  hence the conversion of such
preferred  shares  outstanding  into  34,459,500  shares of common  stock is not
possible  since such  conversion  would exceed the  authorized  common shares by
30,606,896  shares.  Since such  conversion  terms of the  preferred  stock will
require  more  common  shares to be issued  than  authorized,  the  $230,879  of
indebtedness  converted  to  preferred  stock  will be  recorded  as a long term
liability until the Company  increases the authorized  common shares pursuant to
EITF 00-19.

                                      F-8
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

NOTE 1 - DESCRIPTION OF COMPANY (continued):

On May 26, 2005, Infinicom, AB, the Company, 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 "Common Stock Agreement")  pursuant
to which, Infinicom agreed to sell to the Purchasers an aggregate of 109,171,181
shares of common stock of the Company  (which  included  shares  issuable of the
Preferred  Stock) which would represent  approximately  83.6% of the then issued
and outstanding shares of common stock of the Company (the "Infinicom Sale"). In
turn, the Purchasers would pay to Infinicom (i) $500,000 in cash, and (ii) cause
the issuance of shares of common stock of the Company  which would  represent 1%
of the issued and  outstanding  shares of common stock of the Company on a fully
diluted basis, upon the closing of a merger with one or more as yet unidentified
private  unaffiliated  operating companies that the Purchasers intended to cause
the  Company  to  enter  into  subsequent  to  the  closing  of  the  Sale.  The
consummation of the Infinicom Sale was contingent on the contemporaneous closing
of the 24STORE Sale and the IP Assignment.

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

Effective September 30, 2005,  Infinicom completed the sale to the Purchasers of
74,711,681 shares of common stock of the Company (which represented 77.7% of the
96,147,395  shares of common  stock  then  outstanding)  and  344,595  shares of
Preferred  Stock,  constituting  83.6% in the  aggregate  of the then issued and
outstanding  common  stock  of  the  Company,  assuming  the  conversion  of the
Preferred  Stock  into  34,459,500  shares of  common  stock.  As a result,  the
Purchasers acquired control of the Company from Infinicom, with R&R beneficially
owning  87,336,945  shares of common stock  (assuming  the  conversion by R&R of
275,676  shares of  Preferred  Stock  into  27,567,600  shares of common  stock)
constituting  66.9% of the then issued and outstanding shares of common stock of
the Company, and Moyo beneficially owning 21,834,236 (assuming the conversion by
Moyo of 68,919 shares of Preferred Stock into 6,891,900  shares of common stock)
constituting  16.7% of the then issued and outstanding shares of common stock of
the Company.

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 Kling and Kirk
Warshaw  were  appointed  as  Directors  of the  Company.  On November 21, 2005,
effective  with the filing of our  September  30,  2005 Form 10Q,  Mr. von Euler
resigned as Chief  Executive  Officer and Mr. Kling was appointed  President and
Mr. Warshaw was appointed Chief Financial Officer and Secretary. As of that same
date, we relocated our headquarters to Chatham, New Jersey.

                                      F-9
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

NOTE 1 - DESCRIPTION OF COMPANY (continued):

THE COMPANY TODAY

Since  September  30,  2005,  our purpose is to serve as a vehicle to acquire an
operating business and is 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 company or business.  We have no employees and no material
assets.

Commencing  with the filing of our June 30, 2004 Form 10-Q, all of the Company's
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." The  activities of the company 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  is  generated  by  24Store,  the  UK  subsidiary,  and
            therefore is included in Discontinued Operations.

                                      F-10
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

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

      (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.

      (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.

                                      F-11
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

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

      (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)   New Accounting Pronouncements

      FASB 154 - Accounting Changes and Error Corrections

            In May 2005,  the FASB issued FASB Statement No. 154, which replaces
            APB Opinion No.20 and FASB No. 3. This Statement  provides  guidance
            on the reporting of  accounting  changes and error  corrections.  It
            established,  unless impracticable  retrospective application as the
            required  method for reporting a change in  accounting  principle in
            the absence of explicit  transition  requirements to a newly adopted
            accounting principle.  The Statement also provides guidance when the
            retrospective  application  for  reporting of a change in accounting
            principle is  impracticable.  The  reporting  of a correction  of an
            error by restating  previously  issued financial  statements is also
            addressed  by  this  Statement.  This  Statement  is  effective  for
            financial  statements for fiscal years  beginning after December 15,
            2005.  Earlier  application is permitted for accounting  changes and
            corrections of errors made in fiscal years  beginning after the date
            of this Statement is issued. Management believes this Statement will
            have no impact  on the  financial  statements  of the  Company  once
            adopted.

      FASB 155 - Accounting for Certain Hybrid Financial Instruments

            In February  2006,  the FASB issued FASB Statement No. 155, which is
            an amendment of FASB Statements No. 133 and 140. This Statement;  a)
            permits fair value remeasurement for any hybrid financial instrument
            that contains an embedded  derivative  that otherwise  would require
            bifurcation,    b)   clarifies   which   interest-only   strip   and
            principal-only   strip  are  not  subject  to  the  requirements  of
            Statement 133, c) establishes a requirement to evaluate interests in
            securitized   financial  assets  to  identify   interests  that  are
            freestanding  derivatives or that are hybrid  financial  instruments
            that  contain  an  embedded  derivative  requiring  bifurcation,  d)
            clarifies  that  concentrations  of  credit  risk  in  the  form  of
            subordination are not embedded derivatives,  e) amends Statement 140
            to eliminate the prohibition on a qualifying  special-purpose entity
            from holding a derivative  financial  instrument  that pertains to a
            beneficial   interest  other  than  another   derivative   financial
            instrument. This Statement is effective for financial

                                      F-12
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

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

            statements  for fiscal years  beginning  after  September  15, 2006.
            Earlier  adoption of this Statement is permitted as of the beginning
            of an entity's  fiscal year,  provided the entity has not yet issued
            any financial  statements for that fiscal year.  Management believes
            this  Statement  will have no impact on the financial  statements of
            the Company once adopted.

      FASB 156 - Accounting for Servicing of Financial Assets

            In March 2006,  the FASB issued FASB Statement No. 156, which amends
            FASB  Statement No. 140.  This  Statement  establishes,  among other
            things,  the  accounting  for all  separately  recognized  servicing
            assets and servicing  liabilities.  This Statement  amends Statement
            140 to require that all separately  recognized  servicing assets and
            servicing  liabilities  be  initially  measured  at fair  value,  if
            practicable.  This  Statement  permits,  but does not  require,  the
            subsequent measurement of separately recognized servicing assets and
            servicing  liabilities at fair value. An entity that uses derivative
            instruments to mitigate the risks  inherent in servicing  assets and
            servicing  liabilities  is required to account for those  derivative
            instruments at fair value. Under this Statement, an entity can elect
            subsequent  fair value  measurement  to account  for its  separately
            recognized servicing assets and servicing  liabilities.  By electing
            that  option,  an entity may simplify  its  accounting  because this
            Statement  permits  income  statement  recognition  of the potential
            offsetting  changes  in fair  value of those  servicing  assets  and
            servicing  liabilities  and  derivative   instruments  in  the  same
            accounting  period.   This  Statement  is  effective  for  financial
            statements  for fiscal years  beginning  after  September  15, 2006.
            Earlier  adoption of this Statement is permitted as of the beginning
            of an entity's  fiscal year,  provided the entity has not yet issued
            any 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.

                                      F-13
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 and 2003

NOTE 4 - SHAREHOLDERS' DEFICIT:

The  Company has  authorized  5,000,000  shares of  Preferred  stock,  par value
$0.001.  There are issued and outstanding 344,595 shares of Preferred Stock. The
Company has authorized 100 million shares of common stock,  par value $0.001 per
share. There are issued and outstanding,  96,147,396 shares of common stock. All
shares of preferred  stock and common stock  currently  outstanding  are validly
issued, fully paid and non-assessable.

On September  30, 2005,  the Company sold 344,595  shares of Preferred  Stock to
Infinicom  in  exchange  for the  discharge  of  debt  owed  by the  Company  to
Infinicom,  AB in the amount of $230,879,  in a private  transaction in reliance
upon  an  exemption  from  registration  available  under  Section  4(2)  of the
Securities Act of 1933, as amended,  and Rule 506 promulgated  thereunder.  Each
share of Preferred Stock is convertible  into one hundred (100) shares of common
stock of the Company immediately upon election and written notice to the Company
by the holder of the Preferred Stock.

The authorized  common shares are only 100,000,000  hence the conversion of such
preferred  shares  outstanding  into  34,459,500  shares of common  stock is not
possible  since such  conversion  would exceed the  authorized  common shares by
30,606,896  shares.  Since such  conversion  terms of the  preferred  stock will
require  more  common  shares to be issued  than  authorized,  the  $230,879  of
indebtedness  converted  to  preferred  stock  will be  recorded  as a long term
liability until the Company  increases the authorized  common shares pursuant to
EITF 00-19.

On  September  30,  2005,  Moyo  Partners,  LLC and R&R  Biotech  Partners,  LLC
purchased 74,711,681 shares of common stock of the Company and 344,595 shares of
preferred stock of the Companyfrom 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  events.  The common  stock  acquired
represents  77.7% of the Company's  common shares  outstanding and the Preferred
shares  constitute  83.6% in the  aggregate  of the  Company's  then  issued and
outstanding  common stock (assuming  conversion of the Preferred into 34,459,500
shares of our common stock).

                                      F-14
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 AND 2003

NOTE 5 - INCOME TAXES:


                                                           2005            2004
                                                      ---------       ---------
Deferred tax assets and liabilities consist
of the following:

Deferred tax assets:
    Net operating loss carry forwards                 $ 465,000       $ 455,000

    Less valuation allowance                           (465,000)       (455,000)
                                                      ---------       ---------
                                                      $      --       $      --
                                                      =========       =========

The  Company  does not file  consolidated  tax  returns in the  United  Kingdom,
however,  no tax expense is due on December 31, 2005 or 2004 due to group relief
between the related entities under UK taxation rules.

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

--------------------------------------------------------------------------------
                                                           December 31,
--------------------------------------------------- ------------- --------------
                                                        2005          2004
--------------------------------------------------- ------------- --------------
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, 2005, the Company had approximately  $1,330,000 of net operating
loss carry  forwards  ("NOL's")  available  which expires in years  beginning in
2026. The deferred tax asset and related  valuation  increased by $10,000 during
2005. 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-15
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 AND 2003

NOTE 6 - DISCONTINUED OPERATIONS

The Company's management has sold their UK subsidiary,  24Europe. The subsidiary
was sold to their Parent  company,  Infinicom,  in exchange for a combination 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.

The carrying amounts of the major classes of assets and liabilities  included as
part of the assets and  liabilities  held for sale at December 31, 2004,  are as
follows:

       Cash and cash equivalents                              $   94,104
       Accounts receivable                                       503,140
       Inventory                                                 289,067
       Prepaid expenses and other assets                          29,908
       Property and equipment - held for sale                     68,407
                                                              ----------
       Current assets held for sale                           $  984,626
                                                              ==========

       Accounts payable and accrued expenses                     929,292
       Income taxes payable                                           --
                                                              ----------
       Current liabilities held for sale                      $  929,292
                                                              ==========


NOTE 7 - COMMITMENTS AND CONTINGENCIES

Currently  the Company  operates  from the offices of its President and CFO 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.

                                      F-16
<PAGE>


                                 24HOLDINGS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2005, 2004 AND 2003

NOTE 8 - Subsequent Event

On February 1, 2006, a total of 250,000 shares of the Company's  Preferred Stock
were  authorized for issuance to two  individuals  who provided  services to the
Company. The Company issued 150,000 shares to Arnold Kling and 100,000 shares of
Preferred  Stock to Kirk Warshaw for their work as the  Company's  President and
Chief  Financial  Officer,  respectively.  Each  share  of  Preferred  Stock  is
convertible,  at the holder's  option,  into 100 shares of our common stock. Mr.
Kling's services were valued at $11,250 and Mr.  Warshaw's  services were valued
at $7,500.  Such preferred shares will also be recorded as a liability  pursuant
to EITF 00-19 until the Company increases the authorized shares of common stock.

NOTE 9 - Selected Quarterly Financial Data - (UNAUDITED)

<TABLE>
<CAPTION>
Year Ended December 31, 2005:
-------------------------------------------------------------------------------------------------------------------------
                                                    December 31        September 30          June 30           March 31
-------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>               <C>                <C>                <C>
Continuing Operations
-------------------------------------------------------------------------------------------------------------------------
   Gross Profit                                              --                --                 --                 --
-------------------------------------------------------------------------------------------------------------------------
   Income (loss) from continuing operations              97,698           (72,098)           (43,297)           (10,443)
-------------------------------------------------------------------------------------------------------------------------
Discontinued Operations
-------------------------------------------------------------------------------------------------------------------------
   Net Revenues                                              --                --                 --                 --
-------------------------------------------------------------------------------------------------------------------------
   Gross Profit                                              --                --                 --                 --
-------------------------------------------------------------------------------------------------------------------------
   Income (loss) from discontinued operations           307,513           354,816           (566,735)          (195,629)
-------------------------------------------------------------------------------------------------------------------------
Net Income (Loss)                                    $  405,211        $  282,718         $ (610,032)        $ (206,072)
-------------------------------------------------------------------------------------------------------------------------

Year Ended December 31, 2004:
-------------------------------------------------------------------------------------------------------------------------
                                                    December 31        September 30          June 30           March 31
-------------------------------------------------------------------------------------------------------------------------
Continuing Operations
-------------------------------------------------------------------------------------------------------------------------
   Net Revenues                                      $       --         $       --         $       --         $       --
-------------------------------------------------------------------------------------------------------------------------
   Gross Profit                                              --                 --                 --                 --
-------------------------------------------------------------------------------------------------------------------------
   Loss from continuing operations                      (49,719)           (26,301)           (26,446)           (26,964)
-------------------------------------------------------------------------------------------------------------------------
Discontinued Operations
-------------------------------------------------------------------------------------------------------------------------
   Net Revenues                                       1,145,775          1,499,364          2,198,610          3,034,996
-------------------------------------------------------------------------------------------------------------------------
   Gross Profit                                         208,654            205,876            256,214            378,110
-------------------------------------------------------------------------------------------------------------------------
   Loss from discontinued operations                    (83,819)          (162,765)           (30,347)           (80,037)
-------------------------------------------------------------------------------------------------------------------------
Net Loss                                             $ (133,538)        $ (189,066)        $  (56,793)        $ (107,001)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-17