U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended: March 31, 2007

[ ] TRANSITION  REPORT UNDER 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 small business issuer as specified in its charter)



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


c/o Kirk M. Warshaw
47 School Avenue
Chatham, New Jersey                                              07928
-------------------                                              -----
(Address of principal executive offices)                      (zip code)

                Issuer's telephone number, including area code:
                                 (973) 635-4047

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days.
Yes [X] No [ ]

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

State the number of shares  outstanding of issuer's common equity as of the last
practicable  date:  As of May 11, 2007,  there were  1,244,902  shares of common
stock outstanding.

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


<PAGE>

                                 24HOLDINGS INC.
                         Quarterly Report on Form 10-QSB
                       For the Period Ended March 31, 2007

                          INDEX TO FINANCIAL STATEMENTS



PART I. FINANCIAL INFORMATION
                                                                            PAGE
ITEM 1. FINANCIAL STATEMENTS

          Balance Sheet as of March 31, 2007 (unaudited)                       3

          Statements of Operations for the Three Months Ended
          March 31, 2007 and 2006 (unaudited)                                  4

          Statements of Cash Flows for the Three Months Ended
          March 31, 2007 and 2006 (unaudited)                                  5

          Notes To Financial Statements (unaudited)                            6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION            10

ITEM 3.  CONTROLS AND PROCEDURES                                              11


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                    11
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          11
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                      11
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  11
ITEM 5.  OTHER INFORMATION                                                    11
ITEM 6.  EXHIBITS                                                             11

SIGNATURES                                                                    12

                           FORWARD-LOOKING STATEMENTS

Certain   statements   made  in  this  Quarterly   Report  on  Form  10-QSB  are
"forward-looking  statements"  regarding the plans and  objectives of management
for future  operations  and  market  trends and  expectations.  Such  statements
involve known and unknown risks,  uncertainties and other factors that may cause
our actual results,  performance or achievements to be materially different from
any future  results,  performance or  achievements  expressed or implied by such
forward-looking  statements.  The forward-looking statements included herein are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions  involving the continued
expansion  of  our  business.  Assumptions  relating  to the  foregoing  involve
judgments with respect to, among other things, future economic,  competitive and
market conditions and future business  decisions,  all of which are difficult or
impossible  to predict  accurately  and many of which are  beyond  our  control.
Although  we  believe  that  our  assumptions   underlying  the  forward-looking
statements are reasonable,  any of the assumptions  could prove  inaccurate and,
therefore,  there  can  be no  assurance  that  the  forward-looking  statements
included in this report will prove to be accurate.  In light of the  significant
uncertainties  inherent in the  forward-looking  statements included herein, the
inclusion of such information  should not be regarded as a representation  by us
or any other person that our objectives and plans will be achieved. We undertake
no obligation to revise or update  publicly any  forward-looking  statements for
any reason.  The terms "we",  "our",  "us", or any derivative  thereof,  as used
herein refer to 24Holdings Inc., a Delaware corporation, and its predecessors.

                                       2
<PAGE>


                         Part I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS:


                                24 HOLDINGS INC.
                                  BALANCE SHEET
                                 March 31, 2007
                                   (unaudited)

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                    <C>
Current Assets
      Cash and cash equivalents                                        $     21,246
                                                                       ------------
      Total current assets                                                   21,246
                                                                       ------------
      TOTAL ASSETS                                                     $     21,246
                                                                       ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
      Accrued expenses                                                 $      3,887
                                                                       ------------
            TOTAL CURRENT LIABILITIES                                         3,887
                                                                       ------------
TOTAL LIABILITIES                                                             3,887

SHAREHOLDERS' EQUITY
Convertible Preferred stock; $0.001 par value, 5,000,000 authorized,
no shares issued and oustanding                                                  --
Common stock, $.001 par value; 100,000,000 shares
authorized, 1,244,902 shares issued and outstanding                           1,245
Additional paid-in capital                                               10,662,358
Accumulated deficit                                                     (10,646,244)
                                                                       ------------

            TOTAL SHAREHOLDERS' EQUITY                                       17,359

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $     21,246
                                                                       ============
</TABLE>


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

                                       3
<PAGE>

                               24 HOLDINGS INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                         March 31,
                                                                   2007           2006
                                                               --------------------------
<S>                                                            <C>            <C>
Revenues                                                       $        --    $        --

Expenses
General and administrative                                          12,657         31,799
                                                               --------------------------
Total operating expenses                                            12,657         31,799
Net Income (Loss)                                              $   (12,657)   $   (31,799)
                                                               ==========================


Net Income (loss) per share - basic                            $     (0.01)   $     (0.04)
                                                               ==========================


Weighted average number of common shares - basic and diluted     1,244,902        769,179
                                                               ==========================
</TABLE>


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

                                       4
<PAGE>

                                24 HOLDINGS INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                      Three Months Ended
                                                            March 31,
                                                      2007            2006
                                                  -------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                          $     (12,657)  $     (31,799)
Preferred shares issues for services                         --          18,750
Accounts receivable                                          --           7,500
Decrease in accrued expenses                            (10,732)        (27,640)
                                                  -------------   -------------
NET CASH USED IN OPERATING ACTIVITIES                   (23,389)        (33,189)
                                                  -------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
      Contributed capital                                15,000              --
                                                  -------------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                15,000              --
                                                  -------------   -------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                (8,389)        (33,189)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         29,635         100,000
                                                  -------------   -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD        $      21,246   $      66,811
                                                  =============   =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
      Interest paid                               $          --   $          --
                                                  =============   =============
      Income taxes                                $          --   $          --
                                                  =============   =============


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

                                       5
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                       For the Period Ended March 31, 2007
                                   (unaudited)

NOTE 1 - DESCRIPTION OF COMPANY:

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

On October 23, 2006 (the "Effective Date"), the Company  implemented a 1 for 125
reverse stock split (the  "Reverse  Split") of its common stock par value $0.001
per share (the "Common Stock").  Pursuant to the Reverse Split,  each 125 shares
of Common Stock issued and  outstanding  as of the Effective  Date was converted
into one (1) share of Common Stock. The Reverse Split also reduced the number of
shares of Common Stock into which each share of Series A  Convertible  Preferred
Stock, par value $.001 per share (the "Preferred Stock") could be converted from
100  shares to 0.8  shares.  All per share data  herein  has been  retroactively
restated to reflect the Reverse Split.

The interim  financial  information as of March 31, 2007 and for the three month
periods ended March 31, 2007 and 2006 has been prepared without audit,  pursuant
to the rules and  regulations  of the Securities  and Exchange  Commission  (the
"SEC").  Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations,  although  we believe  that the  disclosures  made are  adequate to
provide for fair  presentation.  These  financial  statements  should be read in
conjunction with the financial statements and the notes thereto, included in the
Company's  Annual  Report on Form 10-KSB for the year ended  December  31, 2006,
previously filed with the SEC.

In the opinion of management,  all adjustments  (which include normal  recurring
adjustments)  necessary to present a fair statement of financial  position as of
March 31, 2007,  and results of  operations  and cash flows for the three months
ended March 31, 2007 and 2006,  as  applicable,  have been made.  The results of
operations  for the  three  months  ended  March  31,  2007 are not  necessarily
indicative  of the  operating  results  that may be expected for the full fiscal
year or any future periods.

CHANGE OF OWNERSHIP TRANSACTIONS

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

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

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

                                       6
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                       For the Period Ended March 31, 2007
                                   (unaudited)

NOTE 1 - DESCRIPTION OF COMPANY (continued):

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

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

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

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

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

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

As of March 31, 2007,  our  authorized  capital  stock  consists of  100,000,000
shares  of  Common  Stock  and  5,000,000  shares  of  Preferred  Stock of which
1,244,902  shares of Common Stock,  and no shares of Preferred Stock, are issued
and  outstanding.  All shares of Common Stock currently  outstanding are validly
issued, fully paid and non-assessable.

THE COMPANY TODAY

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

                                       7
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                       For the Period Ended March 31, 2007
                                   (unaudited)

NOTE 2 - BASIS OF PRESENTATION

The condensed  financial  statements have been prepared by the Company,  without
audit,  pursuant to the rules and  regulations  of the  Securities  and Exchange
Commission.  Certain information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles   have  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations.  In the opinion of management, the accompanying condensed financial
statements include all adjustments (consisting of normal, recurring adjustments)
necessary to make the Company's  financial  position,  results of operations and
cash flows not  misleading as of March 31, 2007.  The results of operations  for
the three months ended March 31, 2007,  are not  necessarily  indicative  of the
results  of  operations  for the full year or any other  interim  period.  These
financial statements should be read in conjunction with the financial statements
and the notes  thereto,  included in the Company's  Annual Report on Form 10-KSB
for the year ended December 31, 2006, previously filed with the SEC.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Pursuant  to  SFAS  No.  107,   "Disclosures   About  Fair  Value  of  Financial
Instruments,"  the  Company  is  required  to  estimate  the  fair  value of all
financial instruments included on its balance sheet as of December 31, 2006. The
Company  considers  the  carrying  value of accrued  expenses  in the  financial
statements to approximate their face value.

Statements of Cash Flows

For purposes of the  statements  of cash flows the Company  considers all highly
liquid  investments  purchased with a remaining maturity of three months or less
to be cash equivalents.


NOTE 4 - STOCKHOLDERS' EQUITY

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

Effective  October 23,  2006,  a reverse  stock split of the common stock of the
Company took effect.  Pursuant to this reverse  stock split,  each 125 shares of
common stock of the Company issued and  outstanding as of the date following the
reverse  stock split was converted  into one (1) share of the  Company's  common
stock.  This reverse  stock split reduced the number of common shares into which
each share of Series A Preferred  Stock could be converted from 100 shares to .8
shares.  All per share data has been  retroactively  restated  to  reflect  this
reverse stock split.

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

As of March 31, 2007,  our  authorized  capital  stock  consists of  100,000,000
shares of Common  Stock  and  5,000,000  shares  of  Preferred  Stock,  of which
1,244,902  shares of Common Stock,  and no shares of Preferred Stock, are issued
and  outstanding.  All shares of Common Stock currently  outstanding are validly
issued, fully paid and non-assessable.

                                       8
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                       For the Period Ended March 31, 2007
                                   (unaudited)

NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS

In  September  2005,  the  FASB  issued  FASB  Statement  No.  157 - Fair  Value
Measurements.  This  Statement  defines fair value,  establishes a framework for
measuring fair value in generally  accepted  accounting  principles  (GAAP), and
expands disclosures about fair value measurements.  This Statement applies under
other accounting  pronouncements that require or permit fair value measurements,
the Board having previously  concluded in those accounting  pronouncements  that
fair value is a relevant measurement attribute. Accordingly, this Statement does
not require any new fair value  measurements.  However,  for some entities,  the
application of this Statement will change current  practices.  This Statement is
effective for financial statements for fiscal years beginning after November 15,
2007.  Earlier  application is permitted  provided that the reporting entity has
not yet issued financial  statements for that fiscal year.  Management  believes
this  Statement  will have no impact on the financial  statements of the Company
once adopted.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the  Effects of Prior  Year  Misstatements  when  quantifying  Misstatements  in
Current Year Financial  Statements  ("SAB 108").  SAB 108 requires  companies to
evaluate the  materiality  of  identified  unadjusted  errors on each  financial
statement and related  financial  statement  disclosure  using both the rollover
approach and the iron curtain  approach,  as those terms are defined in SAB 108.
The rollover approach quantifies  misstatements based on the amount of the error
in the current  year  financial  statement,  whereas the iron  curtain  approach
quantifies  misstatements  based on the effects of correcting  the  misstatement
existing in the balance  sheet at the end of the current year,  irrespective  of
the  misstatement's  year(s)  of  origin.  Financial  statements  would  require
adjustment  when either approach  results in quantifying a misstatement  that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a Company determines that
an  adjustment to prior year  financial  statements is required upon adoption of
SAB 108 and does not elect to restate its previous financial statements, then it
must  recognize  the  cumulative  effect  of  applying  SAB 108 in  fiscal  2006
beginning  balances of the affected assets and liabilities  with a corresponding
adjustment to the fiscal 2006 opening balance in retained  earnings.  SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006.  The  adoption  of SAB  108  did  not  have  an  impact  on the  Company's
consolidated financial statements.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on the  consolidated  financial
statements upon adoption.

                                       9
<PAGE>

Item 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Since September 30, 2005 our purpose is to effect a business combination with an
operating  business which we believe has significant  growth  potential.  We are
currently  considered  to  be a  "shell"  company  in as  much  as  we  have  no
operations,   revenues  or  employees.  We  have  no  definitive  agreements  or
understandings with any prospective  business  combination  candidates and there
are no assurances  that we will find a suitable  business with which to combine.
The  implementation  of our  business  objectives  is wholly  contingent  upon a
business combination and/or the successful sale of securities in 24Holdings.  We
intend to utilize the proceeds of any offering,  any sales of equity  securities
or debt securities,  bank and other borrowings or a combination of those sources
to effect a business  combination  with a target  business  which we believe has
significant growth potential. While we may, under certain circumstances, seek to
effect  business  combinations  with more than one target  business,  unless and
until  additional  financing is obtained,  we will not have sufficient  proceeds
remaining after an initial business combination to undertake additional business
combinations.

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

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

Our  officers  are only  required to devote a small  portion of their time (less
than 10%) to our affairs on a part-time  or  as-needed  basis.  We expect to use
outside consultants, advisors, attorneys and accountants as necessary. We do not
anticipate  hiring  any  full-time  employees  so  long  as we are  seeking  and
evaluating business opportunities.

We expect  our  present  management  to play no  managerial  role in  24Holdings
following a business  combination.  Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business,  our assessment of management may
be incorrect.  We cannot  assure you that we will find a suitable  business with
which to combine.


Results Of Operations  For The Three Months Ended March 31, 2007 Compared To The
Three Months Ended March 31, 2006

We currently do not have any business  operations  and have not had any revenues
during the three month periods ended March 31, 2007 and 2006.

Total general and administrative expenses for the three month period ended March
31,  2007  decreased  to $12,657 as  compared  to $31,799 for the same period in
2006. These expenses primarily constitute professional and filing fees.


Liquidity and Capital Resources

At March 31, 2007, 24Holdings did not have any revenues from operations.  Absent
a merger or other  combination  with an operating  company,  24Holdings does not
expect to have any revenues from operations. No assurance can be given that such
a merger or other  combination  will occur or that  24Holdings can engage in any
public or  private  sales of its  equity  or debt  securities  to raise  working
capital. 24Holdings is dependent upon future loans or capital contributions from
its present  stockholders  and/or management and there can be no assurances that
its  present   stockholders  or  management  will  make  any  loans  or  capital
contributions to 24Holdings.  At March 31, 2007,  24Holdings had cash of $21,246
and working capital of $17,359.

24Holdings's  present material  commitments are professional and  administrative
fees and  expenses  associated  with the  preparation  of its  filings  with the
Securities and Exchange  Commission and other  regulatory  requirements.  In the
event  that  24Holdings  engages  in any  merger  or other  combination  with an
operating company, it will have additional material professional commitments.

                                       10
<PAGE>

Commitments

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of March 31, 2007.


Item 3.  CONTROLS AND PROCEDURES

       (a)   Evaluation of Disclosure Controls and Procedures

Our  management,  with the  participation  of our president and chief  financial
officer,  carried out an  evaluation  of the  effectiveness  of our  "disclosure
controls and procedures" (as defined in the Securities Exchange Act of 1934 (the
"Exchange  Act") Rules  13a-15(e)  and  15-d-15(e))  as of the end of the period
covered by this report (the "Evaluation Date"). Based upon that evaluation,  the
president and chief financial  officer concluded that as of the Evaluation Date,
our disclosure  controls and procedures are effective to ensure that information
required to be  disclosed  by us in the reports that we file or submit under the
Exchange Act (i) is recorded,  processed,  summarized  and reported,  within the
time periods  specified in the SEC's rules and forms and (ii) is accumulated and
communicated  to our  management,  including our  president and chief  financial
officer, as appropriate to allow timely decisions regarding required disclosure.

       (b)   Changes in Internal Control over Financial Reporting
There were no changes in our internal  controls over  financial  reporting  that
occurred during the period covered by this report that has materially  affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.


                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

            None.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

            None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

            None.

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

            None.

Item 5.  OTHER INFORMATION

            None.

Item 6.  EXHIBITS

EXHIBITS:

       EXHIBIT NO.        DESCRIPTION

          31.1    Certification of the President  pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

          31.2    Certification  of Chief Financial  Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

          32.1    Certification of the President  pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

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

                                       11
<PAGE>

                                   SIGNATURES


       In accordance  with the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    24Holdings Inc

Dated: May 11, 2007                 /s/ Arnold P. Kling
                                    ----------------------------------
                                    Arnold P. Kling, President
                                    (Principal Executive Officer)

Dated: May 11, 2007                 /s/ Kirk M. Warshaw
                                    ----------------------------------
                                    Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       12