SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

(MARK ONE)

[X]  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended DECEMBER 31, 2001

                                       or

[ ]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange  Act of 1934 For the  transition  period  from  ______________  to
     ______________

                        COMMISSION FILE NUMBER 000-22281

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

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

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

                                +44 1256 867 800
                               (Telephone number)

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
                    Common Stock, Par Value $0.001 Per Share
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

     Yes [X] No [ ]

<PAGE>

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

     [ ]

     Aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  as of April 11,  2002:  $329,756.  The amount  shown is based on the
closing price of the registrant's Common Stock on the OTC Bulletin Board on that
date. Shares of Common Stock known by the registrant to be beneficially owned by
10%  shareholders,  officers or directors of the  Registrant are not included in
the computation.  The Registrant,  however,  has made no determination that such
persons are "affiliates" within the meaning of Rule 405 under the Securities Act
of 1933.

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

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

     Yes [X] No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     Number of shares of Common Stock outstanding at April 11, 2002: 85,486,716.

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.

                                 24HOLDINGS INC.

     As used in this report, the terms "24Holdings,"  "Company" and "Registrant"
mean 24Holdings Inc. and its subsidiaries.
<PAGE>
                                     PART I

ITEM 1.  BUSINESS.

Introduction

24Holdings  Inc.,  a  Delaware   corporation   formerly  known  as  Scoop,  Inc.
("24Holdings" or the "Company"),  is a holding company owning 100% of the Common
Stock of 24STORE  (Europe)  Limited,  a Company  incorporated  under the laws of
England  formerly  known as 24STORE.com  Limited and currently  operating in the
United Kingdom ("24STORE").

The Company's History

The Company commenced  business  operations in May 1996. The Company's  original
business  operations  focused  on  the  sale  of  media  products  and  business
information services.  Following an initial public offering, the Common Stock of
the Company  began  trading on the NASDAQ  Small Cap Stock  Exchange on April 9,
1997 under the symbol  "SCPI."  During 1997 and 1998 the  business  failed to be
profitable  and in the second  quarter of 1998, the Company was informed that it
no longer met the minimum requirements for listing on the NASDAQ Small Cap Stock
Exchange and was subsequently de-listed from the exchange on June 24, 1998.

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 company registered in Sweden,  acquired a total of 60,783,219 shares of Common
Stock of the Company  (representing  approximately 91% of the outstanding shares
of Common  Stock of the  Company)  in exchange  for 100% of the Common  Stock of
24STORE.  On April 2, 2001, the Company amended its Certificate of Incorporation
to change the  Company's  name from Scoop,  Inc. to  24Holdings  Inc. All of the
Company's operations prior to its bankruptcy proceedings were discontinued.

The Business Today

24STORE's current business operations are held in the following two wholly-owned
subsidiaries of 24STORE:

o    LapLand (UK) Limited,  a company  registered  in England in 1991,  supplies
     primarily  business  customers  with  computer  and  electronics  products.
     Operating from the Company's  executive offices based  approximately  forty
     miles west of London,  the company  sells a wide range of mobile  computing
     and  related  products,  sourced  from major  computer  manufacturers.  The
     business is generated from an active  telesales team,  working on inquiries
     from the existing customer base,  regular  advertising in national computer
     magazines, and from the company's web site, www.lapland.co.uk.

o    Mobile  Planet  Limited,  a company  registered  in England  in 1992,  is a
     wholesaler of mobile computing and related products.  The company acts as a
     distributor   in  the  United   Kingdom  for  major  brand  name   computer
     manufacturers,  and  related  peripheral  products.  Based  from  the  same
     facility as LapLand (UK) Limited,  the business  generates revenues from an
     established base of trade accounts.
<PAGE>
In addition to the foregoing two operating companies, 24STORE also holds 100% of
the outstanding  capital stock of Cyberia (UK) Limited,  a company registered in
England ("Cyberia"), whose sole purpose is to hold title to the real property on
which the Company's headquarters are located.

Products and Services

The  Company's  primary  products  are computer and  electronics  products.  The
products are sourced either  directly from the  manufacturers  or purchased from
national distributors.  In both value and volume terms, the largest product line
today is the supply of mobile  computers,  although  the company  also  supplies
"shrink-wrapped" computer software and other computer hardware including Desktop
PCs and File Servers.

Sales and Marketing Strategy

The Company's  traditional sales methods consisted of mail-order  catalogues and
telephone sales of computer and electronic  equipment to business customers.  In
recent years, these traditional sales methods have been complemented by steadily
increasing  web-based  sales. The Company believes that its future is based on a
combination of these three sales methods.

In addition to its current operating  businesses,  24STORE is the registrant and
owner of a unique group of over 200 internet  domain names,  all commencing with
the "24" prefix.  The Company intends to develop its business using these domain
names to  diversify  the  products and  services  that the Company  offers.  The
Company  believes  common  usage of the "24" brand will allow  synergistic  cost
savings to be achieved in a wide range of product and service categories.

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

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

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

Competition

The  computer/electronic  products  markets  continue to evolve  rapidly and are
extremely  competitive,  and the Company expects competition to intensify in the
future. The Company competes with a significant number of other companies in the
sale of computer and electronics products.  Current and potential competitors of
the  Company   include,   but  are  not  limited  to:  (1)  online   vendors  of
computer/electronics  products,  (2) mail order vendors of  computer/electronics
products,  (3) system  integrators and value added  resellers,  (4) direct sales
operations of computer/electronics manufacturers, and (5) retailers.


                                      -2-
<PAGE>
The Company  believes  that the  principal  competitive  factors  affecting  its
business  include its ability to secure  merchandise for sale at favorable terms
and attract new customers at a favorable  customer  acquisition cost through its
mail order,  telephonic,  and  Internet  sales  channels.  Although  the Company
believes  that it can compete  favorably in such a competitive  atmosphere,  the
Company  cannot  be  assured  that it will be  able to  maintain  a  competitive
position against current and future competitors.

Trademarks and Proprietary Rights

The Company has relied,  and intends to continue to rely, upon the protection of
trademark  law. In addition,  the Company relies on  confidentiality  agreements
with its employees to protect its proprietary rights.  There can be no assurance
that the steps taken, and anticipated to be taken, by the Company to protect its
intellectual  property  rights will be adequate or that third  parties  will not
infringe or misappropriate the Company's domain names,  copyrights,  trademarks,
trade names, trade secrets,  patents (if any) and similar proprietary rights. In
addition,  there  can  be no  assurance  that  other  parties  will  not  assert
infringement claims against the Company.

Government Regulation

The  Company is subject,  both  directly  and  indirectly,  to various  laws and
governmental  regulations  (primarily  those  imposed  by  the  European  Union)
relating to its business operations. There are currently few laws or regulations
directly applicable to commercial activities over the Internet.  However, due to
increasing  popularity and use of the Internet,  it is possible that a number of
laws and  regulations  may be  adopted  with  respect  thereto.  These  laws and
regulations  may cover issues such as user privacy,  liability  for  information
retrieved from or transmitted over the Internet, online content regulation, user
privacy,  taxation and domain name registration.  Moreover, the applicability to
the Internet of existing laws  governing  issues such as  intellectual  property
ownership  and  infringement,  copyright,  patent,  trademark,  trade secret and
personal privacy is uncertain and developing.  Any new legislation or regulation
or the application of existing laws and regulations to the Internet could have a
material and adverse effect on the Company's business.

Employees

As of March 31, 2002 the Company employed a total of 25 persons, including 15 in
sales and marketing, three in operations and seven in general and administrative
functions. None of the Company's employees is represented by a labor union or is
subject to a collective bargaining agreement.  The Company has never experienced
a work stoppage and believes that its relations with its employees are good.

ITEM 2.  PROPERTIES.

The Company's  principal  executive  offices are located in Basingstoke,  United
Kingdom, approximately forty miles west of London. The Company, through a wholly
owned subsidiary named Cyberia (UK) Limited, owns the freehold of its office and
warehouse  space in the United  Kingdom  for use in the  ordinary  course of its
business.   The  property,   which  is  approximately  7,800  square  feet,  was
constructed in 1959, and substantially refurbished in 1998.


                                       -3-
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS.

     From time to time,  the Company is subject to  litigation  in the  ordinary
course of its  business.  In the opinion of  management,  none of the  currently
pending  litigation is likely to have a material adverse effect on the Company's
business, financial condition, or results of operations.

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

     None.


                                     PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS.

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

                                                      Bid
           Quarter Ended                        High        Low

           March 31, 2002                     $0.0800      $0.0410

           December 31, 2001                  $0.1900      $0.0240
           September 30, 2001                 $0.1900      $0.0800
           June 30, 2001                      $0.5500      $0.1000
           March 31, 2001                     $0.8750      $0.0625

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

     On April 11, 2002 the last reported  sales price for the  Company's  Common
Stock on the OTC Bulletin Board was $0.04 per share.

     As of April 11, 2002, there were 196 shareholders of record.

     The  declaration  of cash  dividends is at the  discretion  of the Board of
Directors  of the  Company.  No cash  dividends  on the  Common  Stock have been
declared or paid by the Company to date. The Company does not anticipate  paying
cash dividends in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA.

     The following  table sets forth selected  financial data as of and for each
of the five  fiscal  years  ended  December  31,  2001 and is  derived  from the
Company's audited financial statements.  The data set forth below should be read
in conjunction with the Consolidated  Financial  Statements


                                      -4-
<PAGE>
and related  Notes to  Consolidated  Financial  Statements  appearing  elsewhere
herein  and in "Item 7 -  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                              Year Ended December 31,
                                         2001               2000           1999           1998              1997
                                      ------------------------------------------------------------------------------
<S>                                    <C>              <C>             <C>              <C>             <C>

Revenue                                $ 22,036,485     $ 28,058,566    $ 22,070,173     $ 5,453,410     $ 4,102,762

Operating Income/(Loss)                $(1,726,533)     $ (1,621,200)   $ (4,921,367)    $   130,993     $   162,882

Net Income/Loss                        $(1,822,971)     $ (1,823,162)   $ (5,626,018)    $   112,774     $   107,791


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

Weighted average number of shares       85,486,717        81,241,503      64,703,528      60,783,219      60,783,219
outstanding

Working capital (deficit)              $  (305,596)     $   (884,270)   $ (8,146,694)    $    65,794     $   110,708

Total Assets                           $ 5,327,740      $ 10,456,258    $ 11,942,175     $ 1,012,940     $   748,961

Long-Term Debt                         $   780,632      $    381,396    $  2,261,520     $         -     $         -

Total Shareholders equity (deficit)    $   509,392      $  2,431,526    $  (5,579,076)   $   138,739     $   117,495

</TABLE>

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

Company Overview

24Holdings Inc.  ("24Holdings" or the "Company") was incorporated in 1996 in the
state of Delaware under the name Scoop,  Inc. and began  operations as an online
news  provider.  In July 1998,  the Company  filed a petition  for relief  under
Chapter 11 of the federal  bankruptcy laws in the United States Bankruptcy Court
for the Central  District of California.  In September 1999, the Company filed a
Plan of  Reorganization  ("Plan")  with  the  Bankruptcy  Court.  The  Plan  was
confirmed on October 5, 1999.  Pursuant to the Plan, the Company was acquired in
a reverse merger with 24STORE  (Europe)  Limited,  formerly known as 24STORE.com
Limited ("24STORE"),  pursuant to which 24STORE's parent company acquired 91% of
the outstanding shares of the Company,  or 60,783,219 of newly issued shares, in
exchange for all the outstanding  shares of 24STORE.  Since the  shareholders of
24STORE became the  controlling  shareholders of the Company after the exchange,
24STORE  is  treated  as the  acquiree  for  accounting  purposes.  No value was
assigned  to the assets  and  liabilities  of the  acquired  company,  as it had
emerged from a bankruptcy  plan of  reorganization.  The financial  position and
results  of  operations  of  the  acquiree  are  included  in  the  consolidated
statements of the Company.

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

                                      -5-
<PAGE>
principal  activity  is that of a holding  company.  On April 9,  1999,  24STORE
entered into a Share  Purchase  Agreement,  whereby it acquired  from its parent
company several  companies  registered in Sweden and Norway.  All of the Swedish
entities either entered bankruptcy or ceased operations soon after the transfer.
The  Norwegian  entity,  as  the  only  ongoing  concern,  was  treated  as  the
predecessor  company,  and  accordingly,  its financial  position and results of
operations have been presented for the periods  preceding the reverse merger. On
May 6, 1999, 24STORE acquired three companies  registered in the United Kingdom,
which companies were related through common ownership. On April 1, 2001, 24STORE
sold all of the  outstanding  stock of the Norwegian  entity (see  discussion in
"Sale of Norwegian Subsidiary").

Sale of Norwegian Subsidiary

In order to dispose of  operations  that had become  unprofitable,  24STORE  and
Compo Consult AS, a Norwegian company, entered into an Agreement on the Transfer
of Shares dated March 29, 2001  pursuant to which 24STORE sold and Compo Consult
purchased  all of the  outstanding  stock  of  24STORE's  Norwegian  subsidiary,
24STORE AS, for a total  consideration of 1.00 Pound Sterling,  or approximately
$1.45. The transaction was consummated on April 1, 2001.

RESULTS OF OPERATIONS

The following table sets forth for the periods  indicated certain financial data
as a percentage of total net sales for the fiscal years ended December 31, 2001,
2000  and  1999.  The  operating  results  in any  periods  are not  necessarily
indicative of the results to be expected for any future period.

                                               YEAR ENDED DECEMBER 31,
                                               -----------------------
                                            2001          2000          1999

Net sales                                  100.0%         100.0%       100.0%
Cost of sales                               89.2%          89.4%        87.6%
  Gross profit                              10.8%          10.6%        12.4%
Operating expenses:
  Selling general and administrative        11.5%          13.7%        21.9%
  Goodwill amortization                      3.0%           2.7%         3.8%
  Impairment loss on investments             5.1%                        9.0%
  Gain on sales of subsidiary               (1.0)%
    Total operating expenses                18.6%          16.4%        34.7%
                                           ------         ------       ------
Net Income (Loss) from operations          (7.8)%          (5.8)%      (22.3)%
Net Interest expense                       (0.6)%           1.0%         2.7%
Loss before provision for income taxes     (8.3)%          (6.7)%      (25.0)%
Provision for income taxes                  0.0%           (0.2)%        0.5%
Net Income (Loss)                          (8.3)%          (6.5)%      (25.5)%


       COMPARISON OF FISCAL YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

Net Sales--Net  sales for the years ended December 31, 2001,  2000 and 1999 were
as follows:

                                                   YEAR ENDED DECEMBER 31,
                                                   -----------------------
                                          2001       2000             1999

Net sales                           $22,036,485   $28,058,566     $22,070,173
% increase from                         (21.5%)         27.1%          304.7%
  the previous year


                                      -6-
<PAGE>
Net sales for the years ended December 31, 2001,  2000 and 1999 were all derived
from operations in Europe. The decrease in net sales for the year ended December
31, 2001 is primarily  attributable to the disposal of the Norwegian  subsidiary
(see  "Sale  of  Norwegian  Subsidiary"  above).  For the UK  Group,  net  sales
decreased  by 7.2% in local  currency  as  compared to 2000 mainly due to market
conditions  in the forth  quarter.  The increase in net sales for the year ended
December  31, 2000 is the result of a full year's  results from the UK Group and
organic  growth.  The increase in net sales for the year ended December 31, 1999
is a result  of the  acquisition  of the UK  Group  and the  inclusion  of their
operations in the consolidated financial statements.

Gross Profit--Gross  profit for the years ended December 31, 2001, 2000 and 1999
were as follows:

                                         YEAR ENDED DECEMBER 31,
                                         -----------------------
                                      2001           2000           1999

Gross profit                      $2,370,225      $2,981,942     $2,750,669
% increase from                      (20.5%)            8.4%         159.1%
  the previous year
Gross margin                          10.8%            10.6%          12.4%


Gross profit consists of net sales less the cost of sales, which consists of the
cost of merchandise sold to customers.  Gross profit for year ended December 31,
2001 have  decreased  due to a lower level of sales  against the previous  year.
Gross profit for the years ended  December 31, 2000 and 1999 have increased over
the previous year due to a higher level of sales. Gross margin percent increased
in year ended  December 31, 2001 because of improved  sales mix.  Gross  margins
have  decreased in the year ended  December 31, 2000  reflecting the lower gross
margins of the UK Group, and the competitive pricing conditions in the market.

Selling,   General   and   Administrative    Expenses--Selling,    general   and
administrative ("SG&A") expenses for the years ended December 31, 2001, 2000 and
1999 were as follows:

                                                YEAR ENDED DECEMBER 31,
                                                -----------------------
                                            2001         2000          1999

Selling, general and administrative      $2,534,957    $3,839,728   $4,826,875
% increase from the previous year            (34.0)%       (20.5)%       418.7%
% of net sales                                 11.5%         13.7%        21.9%

SG&A  expenses  for the year  ended  December  31,  2001  decreased  by 31.0% to
$2,534,957  from $3,839,728 in the year ended December 31, 2000. The decrease in
SG&A for the 2001 fiscal year is the result of the  elimination of some overhead
due to the disposal of the Norwegian  subsidiary and reduced  professional  cost
associated  with the Company's SEC filings in the United  States.  SG&A expenses
for the year ended  December  31, 2000  decreased  by 20.5% to  $3,839,728  from
$4,826,875  in the year ended  December 31,  1999.  The decrease in SG&A for the
2000 fiscal year reflects an increase in general overhead  expenditures,  offset
by a reduction in research and  development  expenditure.  SG&A expenses for the
year  ended  December  31,  1999  increased  418.7%  from  the  year  before  to
$4,826,875.  The  increase  in SG&A  for the  1999  fiscal  year  was  primarily
attributable  to the inclusion of the SG&A  expenses of the UK Group,


                                      -7-
<PAGE>
the legal and  accounting  fees and costs  involved  in the  reorganization  and
reverse  merger  between the Company and 24STORE,  and research and  development
expenditure related to the Company's web sites incurred in the Company's Swedish
subsidiaries.

Goodwill  Amortization--Goodwill  amortization  for the year ended  December 31,
2001 was $666,277. The decrease over the previous year was the result of a write
down of the investment in the UK Group. Goodwill amortization for the year ended
December 31, 2000 was  $763,414,  a reduction of 9% from the previous  year,  in
which  amortization  was  $839,087.  This  reduction  in  goodwill  amortization
reflected a full  provision  made by the Company  against the  investment in its
Norwegian  subsidiary in the year ended  December 31, 1999  resulting in a lower
charge for goodwill  amortization  in the year ended  December  31, 2000.  It is
likely that the Company's business will continue to expand through acquisitions,
which  would  cause  the  amortization  of  goodwill  and other  intangibles  to
increase.

Impairment  loss on  investment--The  $1,125,846  impairment  charge in the year
ended December 31, 2001 arose from the write down of the UK Group investment.

Gain on disposal of subsidiary--The $230,322 gain in the year ended December 31,
2001 was the result of the sale of the Norwegian subsidiary.

Interest Expenses--Interest expenses, net of interest income for the years ended
December 31, 2001, 2000 and 1999, were as follows:

                                               YEAR ENDED DECEMBER 31,
                                               -----------------------
                                           2001         2000          1999

Interest income                          $24,799       $14,364      $17,660
% change from the previous year            42.1%       (18.6)%        65.7%
Interest expenses                       $123,637      $284,350     $617,231
% change from the previous year         (130.0)%       (53.9)%      5087.3%


Interest  income  represents  interest  received on cash  deposits  and interest
receivable on inter-company loans. Interest expenses include interest payable on
bank overdrafts,  mortgages, receivables financing arrangements and other loans.
The  reduction  of  interest  expense in the year  ended  December  31,  2001 is
primarily attributable to the Company now having lower interest bearing debts to
related parties  following the  restructuring of debt that occurred on March 31,
2000. The reduction in interest  expenses in the year ended December 31, 2000 is
also  primarily   attributable  to  this   restructuring   of  debt  (see  "Debt
Restructuring"  above).  The  increase  in  interest  expenses in the year ended
December 31, 1999 is primarily  attributable to the acquisition of the UK Group,
which has a bank loan and operates with receivables financing arrangements,  and
interest on loan notes due to related parties as a result of the  reorganization
and acquisitions. See discussion in "Item 13 - Certain Relationships and Related
Transactions."

Income Taxes--Income taxes, for the years ended December 31, 2001, 2000 and 1999
were as follows:

                                            YEAR ENDED DECEMBER 31,
                                            -----------------------
                                         2001          2000          1999
Income taxes                           $(2,400)     $(68,024)     $105,080


                                      -8-
<PAGE>
Income  tax for the year  ended  December  31,  2001  related  to  deferred  tax
accruals.  The income tax credit  for the year  ended  December  31,  2000 is an
adjustment  due to an  over-accrual  in prior  years.  Income taxes for the year
ended  December 31, 1999  represent  taxes  payable on profits of the  operating
subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  at  December  31, 2001 were  $1,339,650  compared to
$2,261,181  as of December  31,  2000.  The  reduction  in cash is the result of
timing of payment of accounts payable, which have declined from the December 31,
2000 balance.

Net cash used by operating  activities was $163,843 in 2001 compared to net cash
used by operating activities of $688,058 in 2000.

As of December  31, 2001 the Company had a working  capital  deficit of $305,596
compared to a working capital deficit of $884,270 as of December 31, 2000.

As of  December  31,  2001  included  in  current  assets  were  cash  and  cash
equivalents of $1,339,650 and receivables,  net, expected to be collected within
one year of $1,975,624.

Cash used by investing activities was $24,906 in 2001, compared to cash provided
by investing activities of $6,700 in 2000.

The change in working  capital is primarily  attributable to the conversion of a
short-term note payable to related parties,  being converted to a long term note
payable.  The note, which bears interest at 2.0% per annum,  matures on December
31, 2007.

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

The  Company  believes  its  current  resources  of cash and  cash  equivalents,
accounts  receivable  and  available  credit line to be  sufficient to meet cash
needs for working  capital and  capital  expenditures  for at least the next six
months.  If available cash and cash generated from operations is insufficient to
satisfy liquidity requirements, selling additional equity or debt securities may
be required.  The sale of additional equity or convertible debt securities could
result in dilution to the Company's stockholders. There can be no assurance that
financing will be available in sufficient  amounts or on acceptable terms, if at
all.

RECENTLY ISSUED ACCOUNTING STANDARDS

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


                                      -9-
<PAGE>
In December  1999, the Securities  and Exchange  Commission  (the  "Commission")
issued Staff  Accounting  Bulletin  No. 101,  Revenue  Recognition  in Financial
Statements,  which is to be applied  beginning with the fourth fiscal quarter of
fiscal years beginning after December 15, 1999, to provide  guidance  related to
recognizing  revenue  in  circumstances  in  which  no  specific   authoritative
literature  exists.  The  Company  is  reviewing  the  application  of the Staff
Accounting  Bulletin  to  the  Company's  financial  statements.   However,  any
potential  accounting changes are not expected to result in a material change in
the amount of revenues we ultimately expect to realize.

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

In July 2001, the FASB issued SFAS No. 141 "Business Combinations." SFAS No. 141
supersedes  Accounting  Principles  Board  ("APB") No. 16 and requires  that any
business  combinations  initiated  after  June 30,  2001 be  accounted  for as a
purchase;  therefore,  eliminating the pooling-of-interest method defined in APB
16. The statement is effective for any business combination initiated after June
30,  2001 and shall  apply to all  business  combinations  accounted  for by the
purchase method for which the date of acquisition is July 1, 2001 or later.  The
Company is evaluating any accounting  effect,  if any, arising from the recently
issued SFAS No. 141, "Business Combinations" on the Company's financial position
or results of operations.

In July 2001,  the FASB issued SFAS No. 142,  "Goodwill and Other  Intangibles."
SFAS No. 142 addresses the initial recognition,  measurement and amortization of
intangible assets acquired individually or with a group of other assets (but not
those  acquired  in a  business  combination)  and  addresses  the  amortization
provisions for excess cost over fair value of net assets acquired or intangibles
acquired in a business combination.  The statement is effective for fiscal years
beginning  after  December  15,  2001,  and is  effective  July 1,  2001 for any
intangibles  acquired in a business  combination  initiated after June 30, 2001.
The Company is  evaluating  any  accounting  effect,  if any,  arising  from the
recently issued SFAS No. 142,  "Goodwill and Other Intangibles" on the Company's
financial position or results of operations.

In October 2001, the FASB recently  issued SFAS No. 143,  "Accounting  for Asset
Retirement  Obligations," which requires companies to record the fair value of a
liability  for asset  retirement  obligations  in the  period in which  they are
incurred. The statement applies to a company's legal obligations associated with
the retirement of a tangible long-lived asset that results from the acquisition,
construction,  and  development or through the normal  operation of a long-lived
asset. When a liability is initially recorded,  the company would capitalize the
cost,  thereby  increasing  the  carrying  amount  of  the  related  asset.  The
capitalized asset retirement cost is depreciated over the life of the respective
asset while the liability is accreted to its present value.  Upon  settlement of
the liability,  the obligation is settled at its recorded  amount or the company
incurs a gain or loss.  The


                                      -10-
<PAGE>
statement  is  effective  for fiscal years  beginning  after June 30, 2002.  The
Company does not expect the adoption to have a material  impact to the Company's
financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  Statement 144  addresses  the  accounting  and
reporting for the  impairment or disposal of  long-lived  assets.  The statement
provides a single  accounting model for long-lived assets to be disposed of. New
criteria  must be met to  classify  the  asset as an asset  held-for-sale.  This
statement  also focuses on reporting the effects of a disposal of a segment of a
business.  This statement is effective for fiscal years beginning after December
15, 2001. The Company does not expect the adoption to have a material  impact to
the Company's financial position or results of operations.

In January 2001, the Financial  Accounting  Standards Board Emerging Issues Task
Force issued EITF 00-27 effective for convertible debt instruments  issued after
November 16, 2000.  This  pronouncement  requires the use of the intrinsic value
method for recognition of the detachable and imbedded  equity features  included
with indebtedness,  and requires  amortization of the amount associated with the
convertibility  feature  over the life of the debt  instrument  rather  than the
period for which the  instrument  first  becomes  convertible.  Inasmuch  as the
Company had no convertible  debt  instruments  outstanding  during the two years
ended December 31, 2001 there is no impact on the Company's  financial  position
or results  of  operations.  This EITF  00-27,  could  impact  future  financial
statements, should the Company enter into such agreements.

RISK FACTORS

Some of the  statements  in "Item 7 -  Management's  Discussion  and Analysis of
Financial  Condition  and  Results  of  Operations,"  "Item  1 -  Business"  and
elsewhere in this report constitute forward-looking statements. These statements
involve known and unknown risks,  uncertainties and other factors that may cause
the Company's actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such forward-looking statements. In some
cases,  forward-looking  statements  can be  identified by  terminology  such as
"may," "will," "should," "expect," "plan," "anticipate,"  "believe," "estimate,"
"predict,"  "potential"  or  "continue"  or the  negative of such terms or other
comparable terminology. These statements are only predictions.  Actual events or
results  may  differ   materially.   Although  the  Company  believes  that  the
expectations  reflected in the  forward-looking  statements are reasonable,  the
Company cannot  guarantee  future  results,  levels of activity,  performance or
achievements.  Moreover,  neither  the  Company  nor any  other  person  assumes
responsibility for the accuracy and completeness of such statements. The Company
is under no duty to update any of the forward-looking  statements after the date
of this report to conform such statements to actual results.

In addition to the factors  discussed  elsewhere in this report,  the  following
additional  factors may affect the  Company's  future  operations  and financial
results.

Competition From Direct Sales

The Company may face increased competition from manufacturers that sell products
directly  over the Internet or by telephone,  such as Dell and Gateway.  Many of
these companies have

                                      -11-
<PAGE>
longer operating histories, larger customer bases, greater brand recognition and
significantly greater financial,  marketing and other resources. There can be no
assurance  that the Company  will be able to compete  effectively  against  such
companies and that the purchasing  patterns of the Company's  customers will not
increasingly shift to the direct sales channels of distribution.  Such increased
competition  and  changes  in  purchasing  patterns  may  adversely  affect  the
Company's future operations and financial results.

Protection of the Company's Domain Names

The Company  currently  holds  various  domain  names  commencing  with the "24"
prefix.  The  acquisition and maintenance of domain names generally is regulated
by Internet  regulatory  bodies.  The  regulation  of domain names in the United
States,  the  United  Kingdom  and in other  countries  is  subject  to  change.
Governing bodies may establish additional top-level domains,  appoint additional
domain name registrars or modify the requirements for holding domain names. As a
result,  the Company may be unable to acquire or maintain  relevant domain names
in all countries in which it conducts  business.  Furthermore,  the relationship
between  regulations  governing domain names and laws protecting  trademarks and
similar proprietary rights is unclear.  Therefore,  the Company may be unable to
prevent third parties from acquiring  domain names that are similar to, infringe
upon or  otherwise  decrease  the value of the  Company's  trademarks  and other
proprietary  rights.  The Company may not  successfully  carry out its  business
strategy  of  establishing  a strong  brand for the "24"  prefix if the  Company
cannot prevent others from using similar domain names or trademarks.  This could
impair the Company's ability to increase market share and revenues.

Rapid Technological Change

The  industry  in  which  the  Company   competes  is   characterized  by  rapid
technological  change,  frequent  introductions  of new products  and  services,
changes in customer demands and evolving industry standards. The introduction or
announcement  of new  products  or services by the Company or one or more of its
competitors  embodying  new  technologies  or changes in industry  standards  or
customer  requirements  could render the Company's existing products or services
obsolete or unmarketable. Accordingly, the life cycles of the Company's products
are difficult to estimate.  The  Company's  future  results of  operations  will
depend,  in part,  upon its ability to enhance its  products and services and to
introduce  new products and services on a timely and  cost-effective  basis that
will keep pace with technological  developments and evolving industry standards,
as well  as  address  the  increasingly  sophisticated  needs  of the  Company's
customers.  Failure of the  Company to  introduce,  for  technological  or other
reasons,  new products and services in a timely and cost-effective  manner could
have a material adverse effect on the Company's business,  results of operations
and financial  condition.  Furthermore,  the introduction or announcement of new
product or service  offerings or  enhancements  by the Company or the  Company's
competitors  may cause  customers to defer or forgo  purchases of the  Company's
products  or  services,  which  could  have a  material  adverse  effect  on the
Company's business, results of operations and financial condition.


                                      -12-
<PAGE>
System Interruption and Security Risks

The Company's  operations are dependent,  in part, on its ability to protect its
systems  from  interruption  by  damage  from  fire,  earthquake,   power  loss,
telecommunication  failure,  unauthorized  entry  or  other  events  beyond  the
Company's control.  The Company's  computer  equipment  constituting its central
computer systems,  including its processing operations, are currently located in
Basingstoke,  United Kingdom.  The Company conducts system backups daily,  which
are taken off site each evening.  The Company's  computer  programs are password
protected and firewalls,  anti-virus software and uninterruptable power supplies
are in place.  However,  there can be no assurance  that damage to or failure of
any of the  Company's  central  computer  systems will not take place.  Any such
damage or failure that causes  interruptions  in the Company's  operations could
have a material adverse effect on the Company's business,  results of operations
and  financial  condition.  Persistent  problems  continue to affect  public and
private data networks.  Computer  break-ins and other disruptions may jeopardize
the  security of  information  stored in and  transmitted  through the  computer
systems of the Company and the parties utilizing the Company's  services,  which
may result in significant  liability to the Company and also may deter potential
customers  from using the  Company's  services.  In addition,  while the Company
attempts  to be careful  with  respect to the  employees  it hires and  maintain
controls through  software design and security  systems to prevent  unauthorized
employee access,  it is possible that,  despite such safeguards,  an employee of
the Company could obtain  access,  which would also expose the Company to a risk
of loss or litigation and possible  liability to customers or other users. There
can be no  guarantee  that the growth of the  Company's  customer  base will not
strain or exceed the capacity of its computer and telecommunications systems and
lead to degradations in performance or system  failure.  Any damage,  failure or
delay  that  causes  interruptions  in the  Company's  operations  could  have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

Limited Operating History

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

Future Capital Needs; Uncertainty of Additional Financing

The  Company  may need to raise  additional  funds in order to fund  more  rapid
expansion,  to develop  new or enhanced  products  and  services,  to respond to
competitive pressures or to acquire complimentary businesses or technologies. If
additional  funds are raised  through  the  issuance of equity  securities,  the
percentage  ownership  of the  shareholders  of the  Company  will  be  reduced,
shareholders may experience  additional dilution,  or such equity securities may
have rights,  preferences  or  privileges  senior to those of the holders of the
Company's Common Stock. There can be no assurance that additional financing will
be  available  when  needed on terms  favorable  to the  Company  or at all.  If
adequate funds are not available or are not available on acceptable  terms,  the
Company may be unable to develop or enhance its products and services,


                                      -13-
<PAGE>
take  advantage of future  opportunities  or respond to  competitive  pressures,
which could have a material adverse effect on the Company's business, results of
operations and financial condition.

Control By Existing Stockholder

InfiniCom AB beneficially owns  approximately  83% of the outstanding  shares of
the  Company's  Common  Stock.  As a result,  this  stockholder  will be able to
exercise  control over matters  requiring  shareholder  approval,  including the
election of directors, and the approval of mergers,  consolidations and sales of
all or  substantially  all of the  assets of the  Company.  This may  prevent or
discourage  tender  offers for the  Company's  Common Stock unless the terms are
approved by InfiniCom.

Volatility of Stock Price

The trading price of the  Company's  Common Stock has in the past and may in the
future be subject to significant fluctuations.  In addition, the stock market in
general has experienced extreme price and volume fluctuations that have affected
the market price for many companies in industries  similar to or related to that
of the Company and which have been  unrelated to the  operating  performance  of
these companies. These market fluctuations may adversely affect the market price
of the Company's Common Stock.

Recent Significant Changes to Business

The Company  has  experienced  significant  changes in its  business,  including
changes resulting from recent acquisitions and other business combinations. Such
changes  have  placed and may  continue to place a  significant  strain upon the
Company's  management,  systems and resources.  The Company's ability to compete
effectively and to manage future changes will require the Company to continue to
improve its financial and management controls, reporting systems and procedures,
budgeting and forecasting  capabilities  on a timely basis and adequately  train
and manage its employee work force.  There can be no assurance that the Company,
or the  Company's  current  management,  will  be able to  manage  such  changes
successfully.  The  Company's  failure to do so could  have a  material  adverse
effect  upon  the  Company's  business,  results  of  operations  and  financial
condition.

Reorganization of Parent Company

On January 28, 2002, the Company's parent company,  InfiniCom AB, applied to the
Stockholm  District Council for  reconstruction  in accordance with Swedish law,
similar to a Chapter  11 filing in the  United  States  bankruptcy  system.  The
parent  company  is  attempting  to   restructure   its  debt  and  emerge  from
reconstruction.  If the parent  company is unable to  successfully  emerge  from
reconstruction, it may affect the Company's ability to get additional funding to
put management's plans for future expansion into place. If this occurred, one of
the resulting  scenarios  could be the  Company's  decision not to continue as a
public entity in the United States.


                                      -14-
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

The Company does not hold any derivative  financial  instruments.  However,  the
Company is exposed to interest rate risk.  The Company  believes that the market
risk  arising  from  holdings  of its  financial  instruments  is not  material.
However,  all of the Company's  operations are conducted  through its subsidiary
24STORE and  denominated in either British pounds sterling or, prior to April 1,
2001,  Norwegian Krona, and none of the Company's revenues are generated in U.S.
Dollars. For consolidation  purposes,  the assets and liabilities of 24STORE are
converted  to  U.S.  Dollars  using  year-end  exchange  rates  and  results  of
operations  are  converted  using  a  monthly  average  rate  during  the  year.
Fluctuations  in the currency rates between the United  Kingdom,  Norway and the
United  States may give rise to material  variances in reported  earnings of the
Company.



                                      -15-
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999







                                    CONTENTS

                                                                           Page


Independent Auditors' Report                                                F-1

Financial Statements:
  Consolidated Balance Sheets                                               F-2
  Consolidated Statements of Operations                                     F-3
  Consolidated Statement of Shareholders' Equity                            F-4
  Consolidated Statements of Cash Flows                                   F5-F6
  Notes to Consolidated Financial Statements                              F7-F16








<PAGE>
                          INDEPENDENT AUDITORS' REPORT



Board of Directors
24Holdings Inc.
Los Angeles, California


We have audited the accompanying  consolidated balance sheets of 24Holdings Inc.
(formerly  Scoop,  Inc.) and  subsidiary  at December  31, 2001 and 2000 and the
related  consolidated  statements of operations,  shareholders'  equity and cash
flows for each of the three years in the period ended  December 31, 2001.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statements presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of 24Holdings  Inc.
(formerly  Scoop,  Inc.) and  subsidiary  at December  31, 2001 and 2000 and the
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States of America.




/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS

Santa Monica, California
March 4, 2002



                                      F-1


<PAGE>
<TABLE>
<CAPTION>

                                             24HOLDINGS INC.
                                         (FORMERLY SCOOP, INC.)

                                       CONSOLIDATED BALANCE SHEETS


                                 ASSETS                          December 31,        December 31,
                                                                     2001                2000
                                                                 ------------        ------------
<S>                                                             <C>                <C>
Current assets:
  Cash and cash equivalents                                     $      1,339,650   $     2,261,181
  Accounts receivable, less allowance for doubtful
    accounts of $16,687 and $46,179 at
    December 31, 2001 and 2000                                         1,958,937         3,464,412
  Inventories                                                            312,180           652,362
  Prepaid and other current assets                                        29,752            43,111
                                                                ----------------   ---------------

          Total current assets                                         3,640,519         6,421,066

Loan receivable, related party                                            13,519           100,200

Property and equipment, net of accumulated depreciation                1,264,840         1,414,994

Goodwill, net of accumulated amortization                                408,862         2,519,998
                                                                ----------------   ---------------

                                                                $      5,327,740   $    10,456,258
                                                                ================   ===============

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                         $      2,745,435   $     4,918,230
  Credit facility                                                      1,123,604         1,704,704
  Income taxes payable                                                         -            10,773
  Short-term notes payable, related parties                                    -           617,406
  Current maturities of notes payable, bank                               77,077            54,223
                                                                ----------------   ---------------

          Total current liabilities                                    3,946,116         7,305,336
                                                                ----------------   ---------------

Note payable, bank, less current maturities                              271,196           381,396
                                                                ----------------   ---------------

Deferred tax liability                                                    91,600           338,000
                                                                ----------------   ---------------

Long-term note payable, related party                                    509,436                 -
                                                                ----------------   ---------------

Shareholders' equity:
  Preferred stock $.001 par value; 5,000,000 shares
    authorized; no shares issued or outstanding.                               -                 -
  Common stock, $.001 par value; 100,000,000 shares
    authorized; 85,486,717, shares issued and outstanding
    at December 31, 2001 and 2000                                         26,081            26,081
  Additional paid-in capital                                           9,855,851         9,855,851
  Other comprehensive loss                                              (331,735)         (232,572)
  Accumulated deficit                                                 (9,040,805)       (7,217,834)
                                                                ----------------   ---------------

     Total shareholders' equity                                          509,392         2,431,526
                                                                ----------------   ---------------

                                                                $      5,327,740   $    10,456,258
                                                                ================   ===============


</TABLE>

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


                                      F-2


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

                                               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              Year ended         Year ended        Year ended
                                                           December 31, 2001  December 31, 2000 December 31, 1999
                                                           -----------------  ----------------- -----------------

<S>                                                          <C>                <C>                <C>
Revenue                                                      $ 22,036,485       $28,058,566        $22,070,173


Cost of Revenue                                                19,666,260        25,076,624         19,319,504
                                                             ------------      ------------        -----------

Gross profit                                                    2,370,225         2,981,942          2,750,669
                                                             ------------      ------------        -----------

Operating expenses:
  Selling, general and administrative expenses                  2,534,957         3,839,728          4,826,875
  Goodwill amortization                                           666,277           763,414            839,087
  Impairment loss on investments                                1,125,846                 -          2,006,074
                                                             ------------      ------------        -----------
                                                                4,327,080         4,603,142          7,672,036
                                                             ------------      ------------        -----------

Loss from operations                                           (1,956,855)       (1,621,200)        (4,921,367)
                                                             ------------      ------------        -----------

Other:
  Gain on disposal of subsidiary                                 (230,322)                -                  -
  Interest income                                                 (24,799)          (14,364)           (17,660)
  Interest expense                                                123,637           284,350            617,231
                                                             ------------      ------------        -----------
                                                                 (131,484)          269,986            599,571
                                                             ------------      ------------        -----------

Loss before income taxes                                       (1,825,371)       (1,891,186)        (5,520,938)

Income taxes, principally current                                  (2,400)          (68,024)           105,080
                                                             ------------      ------------        -----------

Net loss                                                     $ (1,822,971)      $(1,823,162)       $(5,626,018)
                                                             ============      ============        ============
Net loss per share -
  basic and diluted                                          $      (0.02)      $     (0.02)       $    (0.09)
                                                             ============      ============        ============
Weighted average number of shares outstanding -
  basic and diluted                                            85,486,717        81,241,503         64,703,528
                                                             ============      ============        ===========

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


                                                                         F-3


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

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY




                                                          Common stock                    Additional
                                                          ------------                      paid-in
                                                   Shares               Amount              capital
                                                   ------               ------              -------

<S>                                                <C>               <C>                <C>
Balance at January 1, 1999                            60,783,219     $     7,390        $         -

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

Foreign currency translation

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

Balance at December 31, 1999                          66,795,457           7,390                  -

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

Shares issued in sale to parent company                  965,133             965          1,869,461

Foreign currency translation

Net loss for the year ended
  December 31, 2000
                                                  --------------     ---------------    --------------

Balance at December 31, 2000                          85,486,717          26,081          9,855,851

Foreign currency translation

Net loss for the year ended
  December 31, 2001
                                                  --------------     ---------------    --------------

Balance at December 31, 2001                          85,486,717     $      26,081      $   9,855,851
                                                  ==============     ===============    ===============

</TABLE>


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


<TABLE>
<CAPTION>
                                                                          Retained
                                                      Other               earnings/              Total
                                                  comprehensive          accumulated         shareholders'
                                                  income/(loss)           (deficit)        equity/ (deficit)
                                                  ------------           ------------      ------------------

<S>                                               <C>                     <C>               <C>
Balance at January 1, 1999                        $   (99,997)               231,346        $       138,739

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

Foreign currency translation                          (91,797)                                      (91,797)

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

Balance at December 31, 1999                         (191,794)             (5,394,672)           (5,579,076)

Shares issued in satisfaction of debt                                                             8,004,116

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

Foreign currency translation                          (40,778)                                      (40,778)

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

Balance at December 31, 2000                         (232,572)            (7,217,834)             2,431,526

Foreign currency translation                          (99,163)                                      (99,163)

Net loss for the year ended
  December 31, 2001                                                       (1,822,971)            (1,822,971)
                                                 ----------------       ----------------     ------------------

Balance at December 31, 2001                     $   (331,735)            (9,040,804)        $      509,392
                                                 ================       ================     ==================


</TABLE>

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

                                                                           F-4



<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>

                                                                Year ended              Year ended                Year ended
                                                             December 31, 2001       December 31, 2000         December 31, 1999
                                                             -----------------       -----------------         -----------------
<S>                                                          <C>                     <C>                       <C>

Cash flows provided by (used for) operating activities:
  Net loss                                                   $     (1,822,971)       $    1,823,162)           $   (5,626,018)
                                                             ------------------      -----------------         -----------------

Adjustments to reconcile net loss to net cash
  provided by (used for) operating activities:
    Depreciation                                                       93,923               129,091                   127,751
    Amortization of goodwill                                          666,277               763,414                   839,087
    Loss on impairment of assets                                            -                     -                 2,006,074
    Loss on impairment of investments                               1,125,846                     -                         -
    Expense incurred in exchange for note payable                           -                     -                 1,581,000
    Gain on sale of subsidiary                                       (230,322)                    -                         -
    Foreign currency translation                                      (46,786)              510,025                   (67,964)
    Provision for bad debts                                                 -                     -                   155,994

Changes in assets and liabilities:
  (Increase) decrease in assets:
   Accounts receivable                                              1,103,316               846,081                (3,828,292)
   Inventories                                                        266,701               289,736                  (859,431)
   Prepaid and other current assets                                     9,261               (43,111)                        -

Changes in assets and liabilities:
  (Increase) decrease in assets:
   Accounts payable and accrued expenses                           (1,315,662)           (1,299,135)                7,321,258
   Deferred taxes                                                      (2,400)                    -                         -
   Income taxes payable                                               (11,026)              (60,997)                   55,079
                                                             ------------------      -----------------         -----------------

      Total adjustments                                             1,659,128             1,135,104                 7,330,559
                                                             ------------------      -----------------         -----------------

      Net cash provided by (used for) operating activities           (163,843)             (688,058)                1,704,538
                                                             ------------------      -----------------         -----------------
</TABLE>

                                 (Continued)

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



                                      F-5


<PAGE>

                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>

                                                                    Year ended              Year ended            Year ended
                                                                 December 31, 2001       December 31, 2000     December 31, 1999
                                                                 -----------------       -----------------     -----------------
<S>                                                              <C>                     <C>                   <C>

Cash flows provided by (used for) investing activities:
  Acquisition of property and equipment                                 15,550                  (30,136)                    -
  Due to/from related parties                                          (40,456)                  36,836                 (1,165)
  Group distributions                                                        -                        -                (85,457)
                                                                 ------------------      -----------------     ----------------

     Net cash provided by (used for) investing activities              (24,906)                    6,700               (86,622)
                                                                 ------------------      -----------------     ----------------

Cash flows provided by (used for) financing activities:
  Payments on note payable, bank                                       (76,044)                   (1,694)                   -
  Credit facility                                                     (550,860)                        -                    -
  Sale of subsidiary, net of cash acquired                            (105,879)                        -                    -
  Payments on notes payable, related parties                                 -                (1,354,044)                   -
  Proceeds from short-term loans, related parties                            -                   567,406                    -
  Proceeds from issuance of common stock                                     -                 1,870,426                    -
                                                                 ------------------      ------------------    -----------------

     Net cash provided by (used for) financing activities             (732,783)                1,082,094                    -
                                                                 ------------------      ------------------    -----------------

Net increase (decrease) in cash and cash equivalents                  (921,531)                  400,736             1,617,916
Cash and cash equivalents, beginning of year                         2,261,181                 1,860,445               242,529
                                                                 ------------------      ------------------    -----------------

Cash and cash equivalents, end of year                           $   1,339,650           $     2,261,181       $     1,860,445
                                                                 ==================      ==================    =================

Supplemental disclosure of cash flow information:
  Interest paid                                                  $      91,903           $       215,019       $       178,694
                                                                 ==================      ==================    =================
  Income taxes paid                                              $       6,952           $        34,368       $       187,203
                                                                 ==================      ==================    =================

Supplemental disclosure of non-cash investing and
 financing activities:
  Issuance of common stock in connection of acquisitions         $           -           $             -       $     2,760,070
                                                                 ==================      ==================    =================
  Issuance of notes payable in connection with acquisitions      $           -           $             -       $     9,102,102
                                                                 ==================      ==================    =================
  Issuance of shares in satisfaction of debt                     $           -           $     8,008,441       $             -
                                                                 ==================      ==================    =================


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

</TABLE>

                                                                       F-6


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



(1)  Description of Business:

     General:

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

          24STORE was incorporated July 28, 1998 in England and Wales, and was a
          wholly owned  subsidiary  of InfiniCom  AB  ("InfiniCom"),  a publicly
          listed company on the SBI market in Sweden,  whose principal  activity
          is that of a consulting company. On April 9, 1999 24STORE entered into
          a Share  Purchase  Agreement,  whereby they acquired from their parent
          company several companies  registered in Sweden and Norway. All of the
          Swedish entities either entered  bankruptcy or ceased  operations soon
          after transfer. The Norwegian entity, as the only ongoing concern, has
          been  treated  as the  predecessor,  and  accordingly,  its  financial
          position and results of operations have been presented for the periods
          preceding the reverse merger.

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

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

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


(2)  Summary of Significant Accounting Policies:

     Principles of Consolidation:

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



See accompanying independent auditors' report.

                                      F-7


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(2)  Summary of Significant Accounting Policies, Continued:

     Principles of Consolidation, Continued:

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

     Estimates Used in the Preparation of Consolidated Financial Statements:

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and  assumptions  that affect the amounts
          reported  in the  financial  statements  and the  accompanying  notes.
          Actual results could differ from those estimates.

     Revenue Recognition:

          The Company  recognizes  revenue  upon the  delivery of its product to
          customers.  Shipping and handling charges are included in gross sales,
          with the related costs included in selling, general and administrative
          expenses.

     Cash and Cash Equivalents:

          The Company considers all highly liquid investments with a maturity of
          three  months  or less when  purchased,  which  are not  securing  any
          corporate obligations, to be cash equivalents.

     Property and Equipment:

          Building,  computers,  software, furniture and equipment are valued at
          cost and depreciated using the straight-line method over the estimated
          useful lives of the assets as follows:

                      Description                       Useful life
                     -------------                      -----------
                     Building                              50 years
                     Furniture and equipment                5 years
                     Computers                            3-4 years
                     Software                             3-4 years




See accompanying independent auditors' report.

                                      F-8


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


(2)  Summary of Significant Accounting Policies, Continued:

     Goodwill:

          In connection with various acquisitions which were accounted for under
          the purchase method of accounting,  the Company recorded goodwill. The
          remaining  goodwill at December  31, 2001 and 2000 is being  amortized
          using the straight-line method over the estimated useful lives of five
          years.  Accumulated  amortization  on all goodwill was  $2,265,828 and
          $1,602,501 at December 31, 2001 and 2000, respectively.

          In accordance  with the  provisions of SFAS 121,  "Accounting  for the
          Impairment of Long-Lived  Assets and Long-Lived  Assets to Be Disposed
          Of" the  Company  determined  there  had  been an  impairment  loss of
          $1,125,846 for the year ended  December 31, 2001. The impairment  loss
          represents   the  excess  of  the  carrying  value  over  fair  value,
          determined  by the present  value of  estimated  expected  future cash
          flows  of the UK  Group  for the  remaining  useful  life of 3  years,
          discounted at 7%.

     Inventory:

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

     Income Taxes:

          Deferred tax assets and liabilities are recognized with respect to the
          tax consequences attributable to the differences between the financial
          statement  carrying  values and tax basis of assets  and  liabilities.
          Deferred tax assets and  liabilities  are measured  using  enacted tax
          rates  expected to apply to taxable income in the years in which these
          temporary  differences  are  expected  to  be  recovered  or  settled.
          Further, the effect on deferred tax assets and liabilities of a change
          in tax rates is  recognized  in income in the period that includes the
          enactment date.

     Financial Instruments:

          The estimated fair values of 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.

     Advertising Costs:

          Advertising  costs are  expensed  as  incurred.  For the  years  ended
          December 31, 2001, 2000, and 1999,  advertising  expenses  amounted to
          approximately $136,000, $262,000, and $355,000, respectively.

     Concentration:

          The  Company  has one  major  customer  accounting  for 10.7% of their
          sales, or approximately  $1,580,000.  Approximately  $195,000 due from
          this customer is included in accounts receivable at December 31, 2001.



See accompanying independent auditors' report.

                                      F-9


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(2)  Summary of Significant Accounting Policies, Continued:

     Basic and Diluted Earnings (Loss) Per Share:

          Basic  earnings  (loss) per share are  determined  by dividing the net
          earnings  (loss)  by the  weighted  average  shares  of  Common  Stock
          outstanding  during the period.  Diluted earnings (loss) per share are
          determined by dividing the net earnings (loss) by the weighted average
          shares of Common Stock  outstanding plus the dilutive effects of stock
          options, warrants, and other convertible securities. Basic and diluted
          earnings  (loss) per share are the same for the years  ended  December
          31,  2001,  2000 and 1999  because  there were no dilutive  securities
          outstanding during those periods.

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

     Segment:

          Based on the Company's  integration  and  management  strategies,  the
          Company  operates in a single  business  segment.  For the years ended
          December 31, 2001,  2000, and 1999 all revenues have been derived from
          European operations.

     Statement of Cash Flows:

          In  accordance  with  Statement  of  Financial   Accounting  Standards
          ("SFAS")  No.  95,  "Statement  of Cash  Flows,"  cash  flows from the
          Company's  operations are calculated based upon the local  currencies.
          As a result, amounts related to assets and liabilities reported on the
          statement of cash flows will not necessarily agree with changes in the
          corresponding balances on the balance sheet.

     Recent Accounting Pronouncements:

          In July 2001,  the FASB issued SFAS No. 141  "Business  Combinations."
          SFAS No. 141 supersedes Accounting Principles Board ("APB") No. 16 and
          requires that any business combinations  initiated after June 30, 2001
          be  accounted   for  as  a  purchase;   therefore,   eliminating   the
          pooling-of-interest  method  defined  in APB  16.  The  statement  was
          effective for any business  combination  initiated after June 30, 2001
          and applies to all business combinations accounted for by the purchase
          method for which the date of acquisition is July 1, 2001 or later. The
          adoption  did not have a material  impact on the  Company's  financial
          position or results of operations as the Company has not  participated
          in  such  activities  covered  under  this  pronouncement   after  the
          effective date.



See accompanying independent auditors' report.

                                      F-10


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999



(2)  Summary of Significant Accounting Policies, Continued:

     Recent Accounting Pronouncements, Continued:

          In July  2001,  the FASB  issued  SFAS No.  142,  "Goodwill  and Other
          Intangibles."   SFAS  No.  142  addresses  the  initial   recognition,
          measurement   and   amortization   of   intangible   assets   acquired
          individually  or with a group of other assets (but not those  acquired
          in a business  combination) and addresses the amortization  provisions
          for excess cost over fair value of net assets  acquired or intangibles
          acquired in a business  combination.  The  statement is effective  for
          fiscal years  beginning after December 15, 2001, and is effective July
          1,  2001  for  any  intangibles  acquired  in a  business  combination
          initiated   after  June  30,  2001.  The  Company  is  evaluating  any
          accounting  effect,  if any, arising from the recently issued SFAS No.
          142,  "Goodwill  and Other  Intangibles"  on the  Company's  financial
          position or results of operations.

          In October 2001,  the FASB recently  issued SFAS No. 143,  "Accounting
          for Asset Retirement  Obligations," which requires companies to record
          the fair value of a liability for asset retirement  obligations in the
          period  in  which  they  are  incurred.  The  statement  applies  to a
          company's  legal  obligations  associated  with  the  retirement  of a
          tangible   long-lived   asset  that  results  from  the   acquisition,
          construction,  and  development  or through the normal  operation of a
          long-lived asset. When a liability is initially recorded,  the company
          would capitalize the cost,  thereby  increasing the carrying amount of
          the  related  asset.   The  capitalized   asset   retirement  cost  is
          depreciated  over the life of the respective asset while the liability
          is accreted to its present  value.  Upon  settlement of the liability,
          the obligation is settled at its recorded amount or the company incurs
          a gain or loss. The statement is effective for fiscal years  beginning
          after June 30, 2002.  The Company does not expect the adoption to have
          a material  impact to the Company's  financial  position or results of
          operations.

          In October  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
          Impairment or Disposal of Long-Lived Assets".  Statement 144 addresses
          the  accounting  and  reporting  for the  impairment  or  disposal  of
          long-lived  assets.  The statement  provides a single accounting model
          for  long-lived  assets to be disposed of. New criteria must be met to
          classify  the asset as an asset  held-for-sale.  This  statement  also
          focuses on  reporting  the  effects  of a  disposal  of a segment of a
          business. This statement is effective for fiscal years beginning after
          December 15, 2001.  The Company does not expect the adoption to have a
          material  impact to the  Company's  financial  position  or results of
          operations.

          In January 2001,  the Financial  Accounting  Standards  Board Emerging
          Issues Task Force issued EITF 00-27  effective  for  convertible  debt
          instruments   issued  after  November  16,  2000.  This  pronouncement
          requires the use of the intrinsic  value method for recognition of the
          detachable and imbedded  equity features  included with  indebtedness,
          and  requires   amortization   of  the  amount   associated  with  the
          convertibility  feature  over the life of the debt  instrument  rather
          than the period for which the  instrument  first becomes  convertible.
          Inasmuch  as  the  Company  had  no   convertible   debt   instruments
          outstanding  during the two years ended  December 31, 2001 there is no
          impact on the Company's  financial  position or results of operations.
          This EITF 00-27, could impact future financial statements,  should the
          Company enter into such agreements.




See accompanying independent auditors' report.

                                      F-11


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(3)  Reorganization:

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

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


(4)  Acquisitions:

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

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




See accompanying independent auditors' report.

                                      F-12


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(5)  Property and Equipment:

     Property and equipment consist of the following:

                                              December 31,        December 31,
                                                 2001                2000
                                                 ----                ----

       Land and building                  $      1,240,510    $     1,276,888
       Computer equipment                          193,395            185,475
       Vehicles                                     65,343            116,720
       Office furniture and equipment              152,059            182,669
                                          ----------------    ---------------

                                                 1,651,307          1,761,752
       Less accumulated depreciation               386,467            346,758
                                          ----------------    ---------------

                                          $      1,264,840    $     1,414,994
                                          ================    ===============


(6)  Major Vendor:

     Included in accounts payable is approximately  $1,036,000 and $678,000 owed
     to five and two  suppliers,  respectively,  at December  31, 2001 and 2000,
     respectively.  Purchases from these suppliers  during 2001 and 2000 totaled
     approximately $9,347,500 and $8,268,000, respectively.


(7)  Credit Facility:

     Two of the  Company's  subsidiaries  in the United  Kingdom  use a discount
     financing  company for credit  administration  and cash flow purposes.  The
     financing company  purchases  approved  receivables,  less a commission and
     discounting  charges.  The  discount  rate is 2%  above  the  base  rate of
     National  Westminster Bank in the United Kingdom,  5.25% and 8% at December
     31, 2001 and 2000.

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


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

     Short-term notes payable, related parties, represented amounts owing to the
     Company's  parent  company,  InfiniCom AB, at December 31, 2000.  The notes
     accrued interest at 2% above base rate of National Westminster Bank, in the
     United  Kingdom.  At December 31, 2001 the short term notes were  exchanged
     for a formal note, due December 31, 2007, with interest at 2% per annum.




See accompanying independent auditors' report.

                                      F-13


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(9)  Note Payable, Bank:

     One of the Company's  subsidiaries in the United Kingdom has a note payable
     to its bank.  The note is due November 14, 2007 and accrues  interest at 2%
     above the bank's  current  base rate (5.25% and 8% at December 31, 2001 and
     2000).  The  note is  secured  by the  underlying  building  and the  cross
     guarantee of the two other United Kingdom subsidiaries.

     A summary of the note payable is as follows:

                                              December 31,        December 31,
                                                  2001                2000
                                                  ----                ----

          Principal                         $      348,273        $   435,619
          Less current maturities                   77,077             54,223
                                            --------------        -----------

                                            $      271,196        $   381,396
                                            ==============        ===========

     The following summarizes the aggregate maturities of the note payable as of
     December 31, 2001:

           Year ended December 31,
               2002                            $       77,077
               2003                                    79,772
               2004                                    82,713
               2005                                    55,651
               2006                                    53,060
                                               --------------
                                               $      348,273


(10) Income Taxes:

     The Company  accounts for income taxes under the provisions of Statement of
     Financial  Accounting  Standards No. 109,  "Accounting  for Income  Taxes",
     under  which the  liability  method is used to  calculate  deferred  income
     taxes.  Under  this  method,   deferred  tax  assets  and  liabilities  are
     determined based on the differences  between financial reporting and income
     tax basis of assets and  liabilities  and are  measured  using  enacted tax
     rates and laws that will be in effect when the  differences are expected to
     reverse.  The deferred tax  liability at December 31, 2001 and 2000 relates
     to the step up basis of tangible assets acquired.

     The Company does not file  consolidated  tax returns in the United Kingdom.
     Tax expense for the year ended December 31, 1999 relates to entities within
     the  consolidated  group on which there was taxable  income and tax expense
     was appropriate. December 31, 2000 reflects refunds and credits received on
     overpayments  in previous years. No tax expense is due in December 31, 2001
     due to group relief between the related entities under UK taxation rules.




See accompanying independent auditors' report.


                                      F-14


<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(10) Income Taxes, Continued:

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

<TABLE>
<CAPTION>

                                                            December 31,        December 31,        December 31,
                                                                2001                2000                1999
                                                                ----                ----                ----
<S>                                                         <C>                 <C>                 <C>
         Provision at expected federal
           statutory rate                                       (35)%               (35)%               (35)%
         Impairment loss for which no deduction
           is allowable for UK income tax purposes                -                   -                  13
         Loss for which no benefit is available                  35                  35                  24
         Overpayment of taxes in prior years                      -                   5                   -
         Foreign federal and local taxes provided
           on a separate return basis at rates lower
           than statutory U.S. federal rate                       -                  (8)                  -
                                                             ---------           ---------            --------

                                                                  -%                 (3)%                 2%
                                                             =========           =========            ========

</TABLE>

(11) Sale of Subsidiary:

     On April 1, 2001,  the  Company  disposed  of all of the  issued  shares of
     24STORE AS, for (pound)1.00,  or approximately $1.45. Included in the sales
     agreement  is a  guarantee  by the  Company  as to  the  known  losses  and
     liabilities of 24STORE AS. If, within one year, the purchaser discovers the
     losses or  liabilities  as of the date of disposal  were  understated,  the
     Company will make whole the deficiency (unaudited, as of April 10, 2002, no
     deficiency has been claimed by the purchaser).

     Following this  transaction the Company has no further rights,  liabilities
     or  obligations,  aside from the guarantee,  with regard to 24STORE AS. The
     transaction  does not qualify for  accounting  treatment as a  discontinued
     operation as the subsidiary is in the same line of business as the Company.
     No loss was recognized on this  disposition;  all goodwill  associated with
     the subsidiary's  acquisition was previously  written off in recognition of
     an  impairment  loss on the  investment.  Furthermore,  as a result  of the
     subsidiary  having negative net assets,  the Company has recorded a gain on
     disposition of $230,322.




See accompanying independent auditors' report.


                                      F-15

<PAGE>
                                 24HOLDINGS INC.
                             (FORMERLY SCOOP, INC.)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999




(12) Subsequent Event:

     Parent Company

     On January 28, 2002, the Company's  parent company,  InfiniCom,  applied to
     the  Stockholm  District  Council for  reconstruction  in  accordance  with
     Swedish law, similar to a Chapter 11 filing in the United States bankruptcy
     system.  The parent  company is  attempting to  restructure  their debt and
     emerge from reconstruction. If the parent company is unable to successfully
     emerge  from  reconstruction,  it may affect the  Company's  ability to get
     additional  funding to put  managements'  plans for future  expansion  into
     place.  If this  occurred,  one of the  resulting  scenarios  could  be the
     Company's decision not to continue as a public entity in the United States.

     Long-Term Note Payable, Related Party

     On April 10, 2002, the Company and its parent company agreed to convert the
     long-term note payable,  related party, into shares of the Company's common
     stock.  The note payable was converted into  10,660,679  shares  applying a
     conversion  rate  calculated  as the weighted  average stock price over the
     last 30 trading days, or $0.0485 per share.




See accompanying independent auditors' report.


                                      F-16

<PAGE>
                                24HOLDINGS INC.

            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS


                                December 31, 2001


                        For Disposal of Norway Subsidiary


<TABLE>

                                                  Scoop                    Norway                           Pro forma
                                                                       Subsidiary (1)      Adjustments

<S>                                               <C>                  <C>                 <C>              <C>
Revenue                                           $ 22,036,485           $ 1,061,818                          $20,974,667

Cost of Revenue                                     19,666,260               928,799                           18,737,461
                                                  ------------           -----------                          -----------
Gross profit                                         2,370,225               133,020                            2,237,205

Operating expenses:
  General and administrative expenses                2,534,957               204,037                            2,330,920
  Goodwill amortization                                666,277                     -                              666,277
  Impairment loss on investment                      1,125,846                     -                            1,125,846
                                                  ------------           -----------                          -----------
                                                     4,327,080               204,037                            4,123,043
                                                  ------------           -----------                          -----------

Loss from operations                                (1,956,855)              (71,018)                          (1,885,837)

Gain on disposal of subsidiary                        (230,322)                    -                             (230,322)
Interest income                                        (24,799)               (1,892)                             (22,907)
Interest expense                                       123,637                 2,783                              120,854
                                                  ------------           -----------                          -----------
                                                      (131,484)                  891                             (132,375)

Net loss before taxes                               (1,825,371)              (71,908)                          (1,753,463)
                                                  ------------           -----------                          -----------
Taxes                                                   (2,400)                    -                               (2,400)
                                                  ------------           -----------                          -----------
Net loss                                          $ (1,822,971)           $  (71,908)                         $(1,751,063)
                                             =================                                           ================
Net loss per share
  basic and diluted
                                                         (0.02)                                                     (0.02)
                                             =================                                           ================


Weighted average number of shares outstanding -
  basic and diluted                                 85,486,717                                                 85,486,717
                                             =================                                           ================

</TABLE>


                                      F-17

<PAGE>

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

  (1)     The  financial  statements  of the Norway  subsidiary  included in the
          unaudited  pro forma  consolidated  financial  information  were first
          translated  from  Norweigian  Kroner to British  pounds at the rate of
          .076, and then translated  from British pounds to U.S.  dollars at the
          rate of 1.458

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

                                  F-18
<PAGE>

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE.

    None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The name,  position  with the Company,  age and tenure of each director and
executive officer are as follows:

     Name                Age    Position                               Since
     ----                ---    --------                               -----
     Lennart Orkan       57     Director and Chairman of the Board     2000
     Larsake Sandin      53     Director                               2000
     Akbar Seddigh       57     Director                               2000
     Martin Clarke       36     President and                          2000
                                Chief Executive Officer
     Roger Woodward      56     Chief Financial Officer,               2001
                                Chief Accounting Officer
                                and Secretary

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

     Larsake  Sandin,  Director.  Mr.  Sandin  has  approximately  25  years  of
experience in the information technology field as founder,  director and manager
of several  companies in Sweden,  the United Kingdom and the United States.  Mr.
Sandin is currently the Founding Director and a Business  Consultant of Acom CMC
Ltd in  London,  the  Founding  Director  of The  Server  Group  in  Scandinavia
Stockholm,  also located in London,  the CEO and a director of InfiniCom AB, the
majority  shareholder of 24Holdings Inc. From 1976 until 1989, Mr. Sandin served
as Business Manager of AB Programator, a company located in Stockholm. From 1989
until 1991, Mr. Sandin was the Managing Director of Philips Tele & Data Systems,
a subsidiary  of Philips  Norden AB of Stockholm,  in which  capacity Mr. Sandin
accomplished a significant  restructuring of the company.  From 1992 until 1995,
Mr.  Sandin was  employed  by Digital  Equipment  Corporation,  where he was the
Director of Retail  Banking  Worldwide  in Boston,  the  Director  of  Financial
Industry  Expertise Center Europe in London,  and the Director of Retail Banking
Europe in Stockholm.  In addition to his employment  experience,  Mr. Sandin has
been  and  continues  to be a  director  of many  publicly  and  privately  held
companies in Sweden.  In the past,  Mr.  Sandin was the Chairman of the Board of
Philips Radio  Communications  AS, Digital  Equipment  BCFI AB,  Rostvold AS and
Ericsson-Programatic AB.

     Akbar  Seddigh,  Director.  Mr.  Seddigh  has  approximately  25  years  of
experience in the business field. Currently,  Mr. Seddigh is the Chairman of the
Board and President of Ortivus US, Inc.; the Chairman of the Board


                                      -16-
<PAGE>
of ELEKTA AB, Cascade  Computing AB,  Neoventa AB and Samba Sensor AB; and Board
Member of Nordbanken,  Taby, Affarsstrategerna AB, Artimplant AB, and Minidoc AB
in addition to other  responsibilities.  From 1976  through  1981,  Mr.  Seddigh
worked as the chief  Executive  Officer of a  subsidiary  of The Swedish  Atomic
Energy.  In 1985, Mr. Seddigh  founded  Ortivus AB and acted as Chief  Executive
Officer of the company until  November,  1999.  Since November 1999, Mr. Seddigh
has acted as Vice  Chairman in addition to his role on the Board of Directors of
the company.  Ortivus AB was listed on the Stockholm  Stock  Exchange in January
1997 and deals in devising new medical concepts  including  Myocardial  Ischemia
Dynamic Analysis (MIDA) and telemedicine (Mobimed).

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

     Roger  Woodward,  Chief Financial  Officer,  Chief  Accounting  Officer and
Secretary.  Mr.  Woodward came to 24Holdings Inc. via the acquisition of LapLand
(UK) Limited,  where he had been Group  Financial  Controller  since joining the
company in 1997.  Prior to this he held a number of senior  financial  positions
within the manufacturing and service industries. As Financial Controller for the
European subsidiary of ITW Inc., a NYSE-listed multi-national firm, Mr. Woodward
was responsible for annual and monthly  reporting and was a member of the senior
management team. Mr. Woodward attended Kingston  University gaining a Diploma in
Business  Studies  and  he is  also  a  member  of the  Chartered  Institute  of
Management Accountants.

     Each  director  of the  Company  will hold  office  until  such  director's
successor is elected and qualified or until such director's earlier  resignation
or removal.  Each  executive  officer of the Company will hold office until such
officer's  successor is elected and  qualified or until such  officer's  earlier
resignation or removal in accordance with the Company's bylaws.

     There  currently  exists  no  arrangement  or  understanding   between  any
executive  officer and between any other person  pursuant to which any person is
to be selected as an executive officer.  No family  relationships  exist between
any current or prospective executive officer or director.

     During the last five (5) years, no director or officer of the Company has:

     (1)  had any bankruptcy  petition filed by or against any business of which
          such person was a general  partner or executive  officer either at the
          time of the bankruptcy or within two (2) years prior to that time;

     (2)  been  convicted  in a criminal  proceeding  or is subject to a pending
          criminal proceeding;

     (3)  been  subject  to any order,  judgment  or  decree,  not  subsequently
          reversed, suspended or vacated, of any court of competent jurisdiction
          permanently or temporarily  enjoining such person from  participating,
          or otherwise  limiting such person's  right to engage,  in any type of
          business, securities or banking activities;

     (4)  been  subject  to any order,  judgment  or  decree,  not  subsequently
          reversed,  suspended  or vacated,  of any  federal or state  authority
          barring or  suspending  such


                                      -17-
<PAGE>
          person from participating, or otherwise limiting for more than 60 days
          such  person's  right to engage,  in any type of securities or banking
          activities; or

     (5)  been found by a court of competent  jurisdiction in a civil action, by
          the Commission or by the Commodity Futures Trading  Commission to have
          violated a federal or state  securities  law or a federal  commodities
          law, and the judgment or finding has not been  subsequently  reversed,
          suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the directors and executive officers of the Company and persons who beneficially
own more than ten  percent of the  Company's  Common  Stock  (collectively,  the
"Reporting  Persons")  to report  their  ownership  of and  transactions  in the
Company's   Common  Stock  to  the  Securities  and  Exchange   Commission  (the
"Commission").  Copies of these  reports are also required to be supplied to the
Company. To the Company's knowledge,  during the fiscal year ending December 31,
2001 the Reporting Persons complied with all applicable  Section 16(a) reporting
requirements, except that InfiniCom AB, an owner of more than ten percent of the
Company's  Common Stock, did not file a report on Form 4 or Form 5 reporting its
acquisition  of beneficial  ownership of an additional  3,915,092  shares of the
Company's Common Stock.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table

     The  following  table  sets  forth  compensation  earned,  whether  paid or
deferred,  during the fiscal years ended December 31, 2001, 2000 and 1999 by the
Company's  Chief  Executive  Officer and the  Executive  Officers of the Company
whose compensation was $100,000 or greater during the fiscal year ended December
31, 2001.

<TABLE>
<CAPTION>

                                                    Annual
                                                 Compensation         Long-Term Compensation

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

Martin Clarke (1)   President and      2001   $ 137,085    $  --       $  --           --          $ 18,502
                    Chief Executive    2000   $ 149,465    $  --       $  --           --          $ 18,627
                    Officer            1999   $ 165,984    $  --       $  --           --          $ 19,672

Larsake Sandin (2)  President and      2001   $     --     $  --       $  --           --          $    --
                    Chief Executive    2000   $     --     $  --       $  --           --          $    --
                    Officer            1999   $     --     $  --       $  --           --          $    --

Michael Neame (3)   Chief Financial    2001   $ 137,085    $  --       $  --           --          $ 17,316
                    Officer, Chief     2000   $ 147,465    $  --       $  --           --          $ 18,627
                    Accounting         1999   $ 166,869    $  --       $  --           --          $ 19,672
                    Officer and
                    Secretary

                                                       -18-

<PAGE>

(1)  Mr. Clarke was appointed as President  and Chief  Executive  Officer of the Company on March 17, 2000. On
     October 16, 2001,  Mr. Clarke  resigned as President and Chief  Executive  Officer of the Company and was
     re-appointed  to such offices on December 20, 2001.  Some of Mr.  Clarke's  annual  compensation  amounts
     relate to  compensation  paid by  24STORE  and its  subsidiaries  for the  periods indicated prior to the
     reverse acquisition of the Company by InfiniCom AB.

(2)  Mr. Sandin served,  without  remuneration,  as President and Chief Executive  Officer of the Company from
     October 16, 2001 to December 20, 2001.

(3)  Mr. Neame resigned as Chief Financial Officer,  Chief Accounting Officer and Secretary on April 13, 2001.
     Some  of Mr.  Neame's  annual  compensation  amounts  relate  to  compensation  paid by  24STORE  and its
     subsidiaries for the periods indicated prior to the reverse acquisition of the Company by InfiniCom AB.

</TABLE>

Option Grants in Last Fiscal Year

     The Company did not grant any options during the last fiscal year.

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

     The  following  table  sets  forth  information,  as  of  April  11,  2002,
concerning  the  Common  Stock of the  Company  beneficially  owned  (i) by each
director and each Named Executive Officer of the Company,  (ii) by all directors
and executive  officers of the Company as a group and (iii) by each  stockholder
known  by  the  Company  to be the  beneficial  owner  of  more  than  5% of the
outstanding  Common Stock. The beneficial owners named have, to the knowledge of
the  Company,  sole  voting and  dispositive  power  with  respect to the shares
beneficially owned, subject to community property laws where applicable.


                                                            Beneficially Owned
     Name and Address                                 Shares             Percent

     InfiniCom AB (publ)
     Karlaplan 2
     114 60 Stockholm
     Sweden......................................  71,051,002               83.1

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

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

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

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


                                      -19-
<PAGE>
     Roger Woodward
     Zennor
     Cherry Tree Walk
     Rowledge
     Farnham
     Surrey
     GU10 4AD
     United Kingdom..............................           0                0

     All executive officers and directors as a
       group (5 persons).........................      4,953,455            5.8

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On April 10, 2002, the Company and InfiniCom AB, the Company's  parent,  entered
into a Capital Contribution  Agreement pursuant the Company and InfiniCom agreed
to convert a note  payable by the Company to InfiniCom in the amount of $517,043
into  Common  Stock  of  the  Company.  The  note  payable  was  converted  into
InfiniCom's  right to receive  10,660,679  newly issued  shares of Common Stock,
applying a conversion rate  calculated as the weighted  average stock price over
the prior 30 trading days, or $0.0485 per share.


                                      -20-
<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)  Financial Statements, Financial Statement Schedules and Exhibits

     (1)  Financial Statements

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

          Consolidated Financial Statements of 24Holdings Inc.

          (i)  Independent Auditors' Report

          (ii) Consolidated  Balance Sheet at December 31, 2001 and December 31,
               2000

          (iii)Consolidated  Statement  of Income  (Operations)  for each of the
               three years ended December 31, 2001

          (iv) Consolidated Statement of Shareholders' Equity (Deficit) for each
               of the three years ended December 31, 2001

          (v)  Consolidated  Statement of Cash Flows for each of the three years
               ended December 31, 2001

          (vi) Notes to the Consolidated Financial Statements

          Unaudited Pro Forma Condensed  Consolidated Statement of Operations of
          24Holdings  Inc. for the period  ended  December 31, 2001 (For Sale of
          Norway Subsidiary)

     (2)  Financial Statement Schedules

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

(b)  Exhibits


 Exhibit Number            Description

     2.1            Second Amended Plan of  Reorganization of Scoop, Inc. (Filed
                    as Exhibit 2.1 to the Company's  Current  Report on Form 8-K
                    (filed  April  5,  2000)  and  incorporated  herein  by this
                    reference).

     2.2            Stock  Purchase  Agreement,  dated  as of  April  23,  1999,
                    between  InfiniCom AB and Scoop,  Inc. (Filed as Exhibit 2.2
                    to the Company's  Current Report on Form 8-K (filed April 5,
                    2000) and incorporated herein by this reference).

     2.3            Agreement,  dated as of November 1, 1999,  between InfiniCom
                    AB and Scoop,  Inc.  (Filed as Exhibit 2.3 to the  Company's
                    Current  Report  on Form  8-K  (filed  April  5,  2000)  and
                    incorporated herein by this reference).

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

     3.1            Certificate  of  Incorporation  of  the  Company  (Filed  as
                    Exhibit 3.1 to the Company's  Annual Report on Form 10-K for
                    the Period  Ended  December  31, 2000 (filed April 13, 2001)
                    and incorporated herein by this reference).


                                      -21-
<PAGE>
     3.2            Certificate of Amendment of the Certificate of Incorporation
                    of the Company  dated October 20, 1999 (Filed as Exhibit 3.2
                    to the  Company's  Annual Report on Form 10-K for the Period
                    Ended   December   31,  2000  (filed  April  13,  2001)  and
                    incorporated herein by this reference).

     3.3            Certificate of Amendment of the Certificate of Incorporation
                    of the Company  dated April 1, 2001 (Filed as Exhibit 3.3 to
                    the  Company's  Annual  Report on Form  10-K for the  Period
                    Ended   December   31,  2000  (filed  April  13,  2001)  and
                    incorporated herein by this reference).

     3.4            Bylaws of the Company (Filed as Exhibit 3.3 to the Company's
                    Annual Report on Form 10-K for the Period Ended December 31,
                    1999 (filed  February 21, 2001) and  incorporated  herein by
                    this reference).

     3.5            Certificate of Amendment of the Bylaws of the Company (Filed
                    as Exhibit 3.4 to the  Company's  Annual Report on Form 10-K
                    for the Period Ended  December 31, 1999 (filed  February 21,
                    2001) and incorporated herein by this reference).

     4.1            Form of Common  Stock  Certificate  (Filed as Exhibit 4.1 to
                    the   Company's   Registration   Statement   on  Form   SB-2
                    (Registration No. 333-15129) and incorporated herein by this
                    reference).

     10.1           Service  Agreement dated May 6, 1999 between 24STORE Limited
                    and Martin  Clarke  (Filed as Exhibit 10.1 to the  Company's
                    Annual Report on Form 10-K for the Period Ended December 31,
                    1999 (filed  February 21, 2001) and  incorporated  herein by
                    this reference).

     10.2           Service  Agreement dated May 6, 1999 between 24STORE Limited
                    and  Michael  John  Neame  (Filed  as  Exhibit  10.2  to the
                    Company's  Annual  Report on Form 10-K for the Period  Ended
                    December 31, 1999 (filed February 21, 2001) and incorporated
                    herein by this reference).

     10.3           Invoice Discounting Agreement dated October 10, 1996 between
                    Mobile  Planet  Limited  and  Lombard  Natwest   Discounting
                    Limited  (Filed  as  Exhibit  10.4 to the  Company's  Annual
                    Report on Form 10-K for the Period  Ended  December 31, 1999
                    (filed  February 21, 2001) and  incorporated  herein by this
                    reference).

     10.4           Invoice Discounting Agreement dated October 10, 1996 between
                    Lapland U.K. Limited and Lombard Natwest Discounting Limited
                    (Filed as Exhibit  10.5 to the  Company's  Annual  Report on
                    Form 10-K for the Period  Ended  December  31,  1999  (filed
                    February   21,  2001)  and   incorporated   herein  by  this
                    reference).

     10.5           Advice of Borrowing  Terms dated  September 25, 1997 between
                    National  Westminster  Bank  PLC and  Cyberia  (UK)  Limited
                    (Filed as Exhibit  10.6 to the  Company's  Annual  Report on
                    Form 10-K for the Period  Ended  December  31,  1999  (filed
                    February   21,  2001)  and   incorporated   herein  by  this
                    reference).

     10.6           Deed of Subscription,  Amendment and Release dated March 31,
                    2000 among Michael John Neame,  Martin  Clarke,  24STORE.com
                    Limited, InfiniCom AB and Scoop, Inc. (Filed as Exhibit 10.1
                    to the  Company's  Quarterly  Report  on Form  10-Q  for the
                    Period  Ended  March  31,  2000  (filed  March 6,  2001) and
                    incorporated herein by this reference).

     10.7           Subscription   Agreement   dated  March  31,  2000   between
                    InfiniCom AB and Scoop,  Inc.  (Filed as Exhibit 10.2 to the
                    Company's Quarterly Report on Form 10-Q for the Period Ended
                    March 31, 2000 (filed March 6, 2001) and incorporated herein
                    by this reference).

     10.8           Subscription  Agreement dated March 31, 2000 between Michael
                    John Neame and  Scoop,  Inc.  (Filed as Exhibit  10.3 to the
                    Company's Quarterly Report on Form 10-Q for the Period Ended
                    March 31, 2000 (filed March 6, 2001) and incorporated herein
                    by this reference).


                                      -22-
<PAGE>
     10.9           Subscription  Agreement  dated March 31, 2000 between Martin
                    Clarke  and  Scoop,  Inc.  (Filed  as  Exhibit  10.4  to the
                    Company's Quarterly Report on Form 10-Q for the Period Ended
                    March 31, 2000 (filed March 6, 2001) and incorporated herein
                    by this reference).

     10.10*         Capital Contribution  Agreement dated April 10, 2002 between
                    InfiniCom AB (publ) and 24Holdings Inc.

     21*            List of Subsidiaries of the Company.

     * filed with this report

(c)  Current Reports on Form 8-K

     None.


                                      -23-
<PAGE>
                                   SIGNATURES

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

24HOLDINGS INC.


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

Date:  April 16, 2001

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


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


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


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


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


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