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: September 30, 2006

[ ] 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                             (I.R.S. Employer
of 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  registrant 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 November 13, 2006, there were 769,179 shares of common
stock outstanding.

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


<PAGE>




                                 24HOLDINGS INC.
                         Quarterly Report on Form 10-QSB
                        Quarter Ended September 30, 2006

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
                                                                                                               PAGE
ITEM 1. FINANCIAL STATEMENTS                                                                                  ------
<S>  <C>                                                                                                         <C>

                 Balance Sheet as of September 30, 2006 (unaudited)                                               3

                  Statements of Operations for the Three and Nine Months Ended
                 September 30, 2006 and 2005 (unaudited)                                                          4

                  Statements of Cash Flows for the Nine Months Ended
                  September 30, 2006 and 2005 (unaudited)                                                         5

                 NOTES TO FINANCIAL STATEMENTS                                                                    6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                9

ITEM 3.  CONTROLS AND PROCEDURES                                                                                 11


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                                                       12
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                             12
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                                         12
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                     12
ITEM 5.  OTHER INFORMATION                                                                                       12
ITEM 6.  EXHIBITS                                                                                                12
SIGNATURES                                                                                                       13


</TABLE>


                           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

                                 24HOLDINGS INC.
                                  BALANCE SHEET
                               September 30, 2006
                                   (unaudited)

                                     ASSETS
                                    --------
Current Assets
     Cash and cash equivalents                                         $ 37,564
                                                                    ------------
     Total current Assets                                                37,564
                                                                    ------------
     TOTAL ASSETS                                                      $ 37,564
                                                                    ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                    ----------------------------------------

Current Liabilities
     Accrued expenses                                                   $ 4,202
                                                                    ------------
            TOTAL CURRENT LIABILITIES                                     4,202
                                                                    ------------
TOTAL LIABILITIES                                                         4,202

SHAREHOLDERS' EQUITY
Convertible Preferred stock; $0.001 par value,
5,000,000 authorized, 594,879 shares issued and oustanding
(liquidation value $249,628)                                                595
Common stock, $.001 par value; 100,000,000 shares
authorized, 769,179 shares issued and outstanding                           769
Additional paid-in capital                                           10,647,239
Deficit accumulated during the development period                   (10,615,241)
                                                                    ------------
            TOTAL SHAREHOLDERS' EQUITY                                   33,362

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 37,564
                                                                    ============


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



                                       3
<PAGE>

                                 24HOLDINGS INC.
                            STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                          Three Months Ended                   Nine Months Ended
                                                                             September 30,                       September 30,
                                                                         2006            2005               2006              2005
                                                                    ---------------------------         ----------------------------
<S>                                                                  <C>            <C>                 <C>              <C>
Revenues                                                                  $ -             $ -                 $ -               $ -
Expenses
General and administrative                                              2,892          72,098              57,248           125,838
                                                                    ---------------------------         ----------------------------
Total operating expenses                                                2,892          72,098              57,248           125,838
Net Loss from continuing operations
     Before Income Taxes                                               (2,892)        (72,098)            (57,248)         (125,838)
Provision for Income Taxes                                                  -               -                   -                 -
                                                                    ---------------------------         ----------------------------
Loss from Continuing Operations                                        (2,892)        (72,098)            (57,248)         (125,838)
Income from discontinued operations, net of taxes                           -         354,816                   -            25,803
                                                                    ---------------------------         ----------------------------
Net Income (Loss)                                                    $ (2,892)      $ 282,718           $ (57,248)       $ (100,035)
                                                                    ===========================         ============================
Net Income (loss) per share - continuing operations
     basic and diluted                                                $ (0.00)        $ (0.09)            $ (0.07)          $ (0.16)
                                                                    ===========================         ============================
Net income per share - discontinued operations - basic                    $ -          $ 0.46                 $ -            $ 0.03
                                                                    ===========================         ============================
Net income per share - discontinued operations - diluted                  $ -          $ 0.34                 $ -            $ 0.02
                                                                    ===========================         ============================
Net Income (loss) per share - basic                                   $ (0.00)         $ 0.37             $ (0.07)          $ (0.13)
                                                                    ===========================         ============================
Net Income (loss) per share - diluted                                     $ -          $ 0.27                 $ -               $ -
                                                                    ===========================         ============================
Weighted average number of common shares - basic                      769,179         769,179             769,179           769,179
                                                                    ===========================         ============================
Weighted average number of common shares - diluted                    769,179       1,044,855             769,179         1,044,855
                                                                    ===========================         ============================

</TABLE>

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






                                       4
<PAGE>


                                 24HOLDINGS INC.
                            STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                    September 30,             September 30,
                                                                        2006                      2005
                                                                -------------------       -------------------
<S>                                                              <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                         $          (57,248)       $        (100,035)
Foreign currency translation                                                      -                   84,345
Preferred shares issues for services                                         18,750                        -
Realized Exchange variances                                                       -                  (76,490)
Gain on Sale of Subsidiary - discontinued operations                              -                 (391,358)
Gain on Sale of Intellectual Properties                                           -                 (606,830)
Write-off of intercompany debt                                                    -                  364,139
Changes in operating assets and liabilities
Accounts receivable                                                           7,500                  327,752
Loans receivable                                                                  -                  386,130
Prepaid expenses                                                                                     (83,594)
Inventory                                                                                            195,409
Decrease in accrued expenses                                                (31,438)                (453,274)
                                                                -------------------       -------------------
NET CASH USED IN OPERATING ACTIVITIES                                       (62,436)                (353,806)
                                                                -------------------       -------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from related party loan                                             -                  258,773
                                                                -------------------       -------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         -                  258,773
                                                                -------------------       -------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (62,436)                 (95,032)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                            100,000                   95,032
                                                                -------------------       -------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $            37,564       $                 -
                                                                ===================       ===================
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
INFORMATION
     Interest paid                                              $                 -       $                 -
                                                                ===================       ===================
     Income taxes                                               $                 -       $                 -
                                                                ===================       ===================

</TABLE>


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




                                       5
<PAGE>


                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2006
                                   (unaudited)

NOTE 1 - DESCRIPTION OF COMPANY:

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

The interim financial information as of September 30, 2006 and for the three and
nine month periods ended  September 30, 2006 and 2005 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-K for the year  ended  December  31,  2005,
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
September 30, 2006,  and results of operations  and cash flows for the three and
nine months ended  September 30, 2006 and 2005, as  applicable,  have been made.
The results of operations for the three and nine months ended September 30, 2006
are not necessarily indicative of the operating results that may be expected for
the full fiscal year or any future periods.

The Company's authorized capitalization currently consists of 100,000,000 shares
of Common Stock  ("Common  Stock") and 5,000,000  shares of Series A Convertible
Preferred  Stock  ("Preferred  Stock").  As a result  of the  Reverse  Split (as
defined in Note 5 below),  the Company now has  adequate  shares of Common Stock
available  for issuance upon the  conversion  of all the issued and  outstanding
shares of  Preferred  Stock  into  Common  Stock.  Prior to the  Reverse  Split,
$249,628 of  indebtedness  which was  converted  into  Preferred  Stock had been
recorded on our balance  sheet as a long term  liability  because the  Preferred
Stock would have converted into more shares of Common Stock than were authorized
and available for issuance..  As a result of the Reverse Split,  as of September
30,  2006,  this  amount  has been  reclassified,  pursuant  to EITF  00-19,  as
preferred equity.

CHANGE OF OWNERSHIP TRANSACTIONS

On May 26, 2005, the Company entered into a series of agreements with Infinicom,
AB  ("Infinicom")  pursuant  to  which  the  Company's  sold  themof  all of the
outstanding  stock of 24STORE (the "24STORE Sale"),  assigned and transferred of
all rights and title to certain  trademarks  and domain  names (the "IP Assets")
owned by the Company (the "IP Assignment").  Infinicom paid the Company $100,000
in the  shares of 24STORE  and in  consideration  for the IP  Assets,  allowed a
set-off against all  outstanding and contingent  liabilities the Company owed to
Infinicom,  as of the  closing  date of the  24STORE  Sale,  which  amounted  to
$603,830.

On May 26, 2005, the Company also entered a Preferred  Stock Purchase  Agreement
with Infinicom (the "Preferred Stock  Agreement")  pursuant to which the Company
agreed to sell 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  Preferred  Stock is  convertible  into 100  shares  of  Common  Stock at the
holder's option.




                                       6
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2006
                                   (unaudited)

NOTE 1 - DESCRIPTION OF COMPANY (continued):

On May 26, 2005,  Infinicom  the Company,  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 "Common Stock  agreement")  pursuant to
which,  Infinicom sold to the  Purchasers an aggregate of 109,171,181  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 turn, the Purchasers paid to
Infinicom (i) $500,000 in cash,  and (ii) agreed to cause the issuance of shares
of Common Stock which would represent 1% of the issued and outstanding shares of
Common Stock on a fully diluted basis,  upon the closing of a merger with one or
more  as  yet  unidentified  private  unaffiliated   operating  companies.   The
consummation of the Infinicom Sale was contingent on the contemporaneous closing
of the 24STORE Sale and the IP Assignment.

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

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

Effective  September 30, 2005 Urban von Euler resigned as President and Director
but  remained  the Chief  Executive  Officer  of the  Company.  Also,  effective
September  30, 2005,  Larsake  Sandin  resigned as a Director and each of Arnold
Kling and Kirk Warshaw were  appointed as Directors of the Company.  On November
21, 2005,  effective with the filing of the Company's  quarterly  report on Form
10-Q for the period ended  September 30, 2005,  Mr. von Euler  resigned as Chief
Executive  Officer,  Mr.  Kling was  appointed  President  and Mr.  Warshaw  was
appointed Chief Financial Officer and Secretary of the Company.  As of that same
date, the Company relocated our headquarters to Chatham, New Jersey.

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 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 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.

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.

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





                                       7
<PAGE>

                                 24HOLDINGS INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2006
                                  (unauditied)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

      (a) Principles of Consolidation:

          The  accompanying   consolidated   financial  statements  include  the
          accounts  of  24Holdings   Inc.  and   subsidiary.   All   significant
          intercompany  transactions  and  accounts  have been  eliminated.  The
          financial  statements  of the  entities  owned  outside  the U.S.  are
          generally   measured  using  the  local  currency  as  the  functional
          currency.

          Accordingly,   assets  and  liabilities  are  translated  at  year-end
          exchange rates and operating statement items are translated at average
          exchange rates prevailing  during the year. The resulting  translation
          adjustments  are  recorded  as other  comprehensive  income.  Exchange
          adjustments  resulting  from  foreign  currency  are  included  in the
          determination of net income (loss).

          As  discussed,  the Company sold its  subsidiary on September 30, 2005
          and is reporting consolidated information for the reporting periods of
          2005 only.

 NOTE 3 - SHAREHOLDERS' DEFICIT

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.

Our authorized  capitalization  currently  consists of 100,000,000 common shares
and 5,000,000 preferred shares. As a result of the aforementioned  reverse stock
split we now have  adequate  shares  to  facilitate  the  conversion  of all the
preferred  shares  outstanding  into the  number of shares of common  stock into
which they are  convertible.  Previously,  because such conversion  terms of the
Series A Preferred  Stock would have  required  more common  shares to be issued
than were authorized,  $249,628 of indebtedness  converted to Series A Preferred
Stock had been  recorded on our  balance  sheet as a long term  liability.  As a
result of the reverse stock split this amount has been reclassified, pursuant to
EITF 00-19, as preferred equity as of September 30, 2006.

As a result,  as of September  30, 2006,  the Company has  authorized  5,000,000
shares of  preferred  stock,  par value  $0.001 of which  there are  issued  and
outstanding  594,879 shares.  The Company has authorized  100,000,000  shares of
common  stock,  par  value  $0.001  per  share of which  there  are  issued  and
outstanding  769,179 shares of common stock,  after giving effect to the reverse
stock  split.   All  shares  of  preferred  stock  and  common  stock  currently
outstanding are validly issued, fully paid and non-assessable.

NOTE 4 - NEW ACCOUNTING PRONOUNCEMENTS

FASB 157 - Fair Value Measurements

In  September  2005,  the FASB issued FASB  Statement  No. 157.  This  Statement
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair  value   measurements.   This  Statement  applies  under  other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those  accounting  pronouncements  that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will change


                                       8
<PAGE>

current  practices.  This  Statement is effective for financial  statements  for
fiscal years beginning after November 15, 2007. Earlier application is permitted
provided that the reporting entity has not yet issued  financial  statements for
that fiscal year.  Management believes this Statement will have no impact on the
financial statements of the Company once adopted.


NOTE 5 - SUBSEQUENT EVENT

On October 23, 2006,  the Company  effected a reverse  stock split of its Common
Stock  pursuant to which each 125 shares of Common Stock issued and  outstanding
on the record date of the reverse  stock  split was  converted  into one (1) new
share of Common  Stock  ("Reverse  Split").  As a result of the  Reverse  Split,
holders of certificates  representing  pre-split shares of Common Stock have the
right to receive upon surrender of those shares,  new certificates  representing
post-split  shares at the ratio of one (1) share of post-split  Common Stock for
every 125  shares of  pre-split  shares of Common  Stock.  Fractional  shares of
post-split  common  stock  were not  issued  as a result of the  reverse  split;
instead,  fractional  shares were  rounded to the nearest  whole share after the
Reverse Split. As of November 13, 2006 there were 769,179 shares of Common Stock
issued and outstanding.



                                       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  plans,   arrangements  or
understandings with any prospective business combination candidates and have not
targeted  any  business  for  investigation  and  evaluation  nor are  there any
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, none of
which  will be  hired on a  retainer  basis.  We do not  anticipate  hiring  any
full-time   employees  so  long  as  we  are  seeking  and  evaluating  business
opportunities.

We 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  AND NINE  MONTH  PERIODS  ENDED
SEPTEMBER  30, 2006  COMPARED TO THE THREE AND NINE MONTHS ENDED  SEPTEMBER  30,
2005

We currently do not have any business  operations  and have not had any revenues
during the three and nine month periods ended September 30, 2006 and 2005.

Total general and  administrative  expenses from  Continuing  Operations for the
three month period ended  September 30, 2006  decreased to $2,892 as compared to
$72,098  for the  same  period  in 2005.  These  expenses  primarily  constitute
professional and filing fees .

Total general and  administrative  expenses from  Continuing  Operations for the
nine month period ended  September 30, 2006  decreased to $57,248 as compared to
$125,938  for the same  period in 2005.  These  expenses  primarily  constituted
professional  and  filing  fees.  The  decrease  in general  and  administrative
expenses is mainly  attributable to a relative lack of business  activity during
2006 compared to 2005.

Liquidity and Capital Resources

At September 30, 2006,  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  shareholders  and/or management and there can be no assurances that
its  present   shareholders  or  management  will  make  any  loans  or  capital
contributions  to  24Holdings.  At September  30, 2006,  24Holdings  had cash of
$37,564 and working capital of $33,362.


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<PAGE>


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  commitments,  although
24Holdings  presently is not engaged in any discussions  regarding any merger or
other combination with an operating company and cannot offer any assurances that
it will  engage in any merger or other  combination  with an  operating  company
within the next twelve months.


Subsequent Event

Effective  October  23,  2006 we  effected a reverse  split of our common  stock
pursuant  to which  each 125  shares  of  common  stock  24Holdings  issued  and
outstanding  as of the record date of the reverse stock split was converted into
one (1) share of common  stock.  As a result of the  reverse  split,  holders of
certificates  representing  pre-split  shares of common  stock have the right to
receive upon surrender of their shares, new certificates representing post-split
shares at the ratio of one (1) share of  post-split  common  stock for every 125
shares of pre-split common stock.  Fractional  shares of post-split common stock
were not issued as a result of the reverse  split;  instead,  fractional  shares
were rounded to the nearest  whole share after the reverse  stock  split.  As of
November 13, 2006 there were 769,179 common shares issued and outstanding.


Commitments

We do not have any  commitments  which are  required to be  disclosed in tabular
form as of September 30, 2006.



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,  who are our sole officers and directors,
concluded that as of the Evaluation Date, our disclosure controls and procedures
are effective to ensure that  information  required to be disclosed by us in the
reports  that  we  file or  submit  under  the  Exchange  Act  (i) is  recorded,
processed,  summarized  and reported,  within the time periods  specified in the
SEC's  rules  and  forms  and  (ii)  is  accumulated  and  communicated  to  our
management,  including our president and chief financial officer, as appropriate
to allow timely decisions regarding required disclosure.

       (B)   CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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



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<PAGE>


                           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

         3.1      Certificate of Amendment of the Certificate of Incorporation

        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.



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<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: November 13, 2006             /s/ Arnold P. Kling
                                     -----------------------------------------
                                     Arnold P. Kling, President
                                     (Principal Executive Officer)

Dated: November 13, 2006             /s/ Kirk M. Warshaw
                                     -----------------------------------------
                                     Kirk M. Warshaw, Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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